Common use of Sale and Contribution Termination Events Clause in Contracts

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 shall be instituted against any Originator and such proceeding shall remain undismissed or unstayed for a period of sixty (60) consecutive days or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur.

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 Seller 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 continue unremedied for three two (32) Business Days; (cb) any representation or warranty made or deemed to be made by any Originator Seller (or any of its officers) under or in connection with this Agreement, Agreement or any other Transaction Documents Document to which it is a party, party or any other information or report delivered by an Originator Seller pursuant hereto to this Agreement or thereto any other Transaction Document, shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered and, if solely to the extent capable of being curedcure, is not cured promptly (but in any case not later than remains unremedied for ten (10) days after written notice or actual knowledge thereof)days; 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, 5.125.8, 5.13, 5.20, 5.21, 5.22, 5.23, 5.26 5.24, 5.25, 5.26, 5.27, 5.28 or 5.27 5.29 shall constitute a Sale and Contribution Termination Event pursuant to this clause (cb) if credit Seller 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 complied with its related obligations under Section 3.3(c) 3.2 with respect to such breach; (dc) any Originator Seller shall fail to perform or observe any other term, covenant or agreement contained in under this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by Seller, and such failure failure, solely to the extent capable of cure, shall continue unremedied for thirty fifteen (3015) 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 LenderBusiness Days; or (ed) any Insolvency of (i) a Relief Proceeding shall be have been instituted against Seller or any Originator Subsidiary of Seller or a substantial part of the assets of Seller or such a Subsidiary and such proceeding Relief Proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) consecutive days or such court shall enter a decree or order granting any of the actions relief sought in such proceeding Relief Proceeding, (including the entry ii) Seller or any Subsidiary of an order for relief againstSeller institutes, or the appointment takes any action in furtherance of, a Relief Proceeding, (iii) Seller or Subsidiary of a receiver, trustee, custodian Seller ceases to be Solvent or other admits in writing its inability to pay its debts as they mature or (iv) any writ or warrant of attachment or execution or similar official for, it process is issued or for levied against all or any substantial material part of the property of Seller or any Subsidiary of Seller and is not released, vacated or fully bonded within sixty (60) days after its property) shall occurissue or levy.

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 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 three (3) Business Days; (c) any representation or warranty made or deemed to be made by any Originator 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 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 and the same shall continue unremedied for ten (10) days Business Days after the earlier of (i) a responsible officer of the Transferor has knowledge of the same and (i) the date on which written notice or actual knowledge thereof)of the same shall have been given to the Transferor; 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 Transferor’s capital reduced or the applicable Originator Transferor has made a cash payment to the BuyerCompany, in any case, as required pursuant to Section 3.3(c3.4(c) with respect to such breach; (d) any Originator the Transferor shall fail to perform or observe in any material respect 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 ten (3010) days Business Days after the earlier of (i) a responsible officer of the Transferor has knowledge of such Originator’s actual knowledge thereof or receipt of failure and (i) the date on which written notice thereof from of such failure shall have been given to the Buyer, the Administrative Agent or any LenderTransferor; or (e) any Insolvency Proceeding shall be instituted against any Originator the Transferor and such proceeding shall remain undismissed or unstayed for a period of sixty (60) consecutive days or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur.

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 continue unremedied for three two (32) Business Days; (cb) 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, Agreement or any other Transaction Documents Document to which it is a party, party or any other information or report delivered by an any Originator pursuant hereto to this Agreement or thereto any other Transaction Document, shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered and, if solely to the extent capable of being curedcure, is not cured promptly (but in any case not later than remains unremedied for ten (10) days after written notice or actual knowledge thereof)days; 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, 5.125.8, 5.13, 5.20, 5.21, 5.22, 5.23, 5.26 5.24, 5.25, 5.26, 5.27, 5.28 or 5.27 5.29 shall constitute a Sale and Contribution Termination Event pursuant to this clause (cb) 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 complied with its related obligations under Section 3.3(c) 3.2 with respect to such breach; (dc) any Originator shall fail to perform or observe any other term, covenant or agreement contained in under this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator, and such failure failure, solely to the extent capable of cure, shall continue unremedied for thirty fifteen (3015) 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 LenderBusiness Days; or (ed) any Insolvency of (i) a Relief Proceeding shall be have been instituted against any Originator or any Subsidiary of an Originator or a substantial part of the assets of an Originator or such a Subsidiary and such proceeding Relief Proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) consecutive days or such court shall enter a decree or order granting any of the actions relief sought in such proceeding Relief Proceeding, (including the entry ii) any Originator or any Subsidiary of an order for relief againstOriginator institutes, or the appointment takes any action in furtherance of, a Relief Proceeding, (iii) any Originator or Subsidiary of a receiver, trustee, custodian an Originator ceases to be Solvent or other admits in writing its inability to pay its debts as they mature or (iv) any writ or warrant of attachment or execution or similar official for, it process is issued or for levied against all or any substantial material part of the property of such Originator or any Subsidiary of an Originator and is not released, vacated or fully bonded within sixty (60) days after its property) shall occurissue or levy.

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 within five (but in any case not later than ten (105) days Business 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 a Monthly Information Package, is corrected promptly (but not later than within two (2) Business Days) Days after such Originator has knowledge or receives notice thereof; provided, further, 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, 5.25 or 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 fifteen (3015) days after the earlier of such Originator’s actual Originator has knowledge thereof or receipt of receives written notice thereof from the Buyer, the Administrative Agent or any Lenderthereof; or (e) any Insolvency Proceeding shall be instituted against any Originator and such proceeding shall remain undismissed or unstayed for a period of sixty (60) consecutive days or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur.