Common use of Selection and Continuation of Tranche Periods Clause in Contracts

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Agent, Seller will from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent or the applicable Managing Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such last day, divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or combine any such Purchaser Interest with one or more other Purchaser Interests which either have a Terminating Tranche ending on such day or are newly created on such day by combining the associated Capital for such Purchaser Interests, provided, that in no event may a Purchaser Interest of any Purchaser be combined with a Purchaser Interest of any other Purchaser.

Appears in 5 contracts

Sources: Receivables Purchase Agreement (Cardinal Health Inc), Receivables Purchase Agreement (Cardinal Health Inc), Receivables Purchase Agreement (Cardinal Health Inc)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing AgentFinancial Institution, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent Seller or the applicable Managing AgentFinancial Institution, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Capital, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such Terminating Tranche by combining the associated Capital for such Purchaser Interests or (iii) combine any such Purchaser Interest with a new Purchaser Interest to be purchased on the day or are newly created on such day Terminating Tranche ends by combining the associated Capital for such Purchaser Interests, provided, ; provided that in no event may a Purchaser Interest of any Purchaser be combined with a Purchaser Interest of any other Purchaser.

Appears in 3 contracts

Sources: Receivables Purchase Agreement (Avnet Inc), Receivables Purchase Agreement (Avnet Inc), Receivables Purchase Agreement (Avnet Inc)

Selection and Continuation of Tranche Periods. (a) With At any time that a Tranche which accrues Yield at the Adjusted LIBO Rate is funded or maintained by a Committed Purchaser in a Commercial Paper Purchase Group or by a Conduit Purchaser through a source other than Commercial Paper, Seller shall from time to time request, in consultation from with (and approval by) the Agent and the applicable related Managing Agent, Seller will from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutionssuch Tranches, provided thatprovided, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one each Tranche Period shall end on the date specified in clause (A) of the definition of a Settlement Date. (b) Seller, the Agent or the applicable Managing Agent, upon notice to and consent by the other applicable Managing Agent received at least three (3) Business Days prior to the last day of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, Tranche may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest Tranche funded by the Committed Purchasers and Terminating Committed Purchasers in the same Purchase Group into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Tranches, (ii) combine any such Purchaser Interest Tranche with one or more other Tranches of a Committed Purchaser Interests which either or Terminating Committed Purchaser in the same Purchase Group that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Tranche with one or more other Tranches which either end on such day or are newly created on such day by combining the associated Capital for such Purchaser Interests, day; provided, that in no event may a Purchaser Interest Tranche of any Conduit Purchaser be combined with a Purchaser Interest Tranche of any other a Committed Purchaser.

Appears in 3 contracts

Sources: Receivables Sale Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) by the Administrative Agent and the applicable Managing Agent(such approval not to be unreasonably withheld), Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one (1) Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent Seller or the applicable Managing AgentAdministrative Agent with the consent of Seller (such consent not to be unreasonably withheld or delayed), upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interest to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser Company be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 3 contracts

Sources: Receivables Purchase Agreement (Beckman Coulter Inc), Receivables Purchase Agreement (Beckman Coulter Inc), Receivables Purchase Agreement (Beckman Coulter Inc)

Selection and Continuation of Tranche Periods. (a) With consultation from (and and, in the case of any requested Tranche Period corresponding to the LIBO Rate which is not one, two, three or six months, with the approval by) the Agent and the applicable Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Yield Payment Date. (b) Seller, the Agent Seller or the applicable Managing Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (such Tranche Period, the "Terminating Tranche") for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser Conduit be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 3 contracts

Sources: Receivables Purchase Agreement (Metropolitan Edison Co), Receivables Purchase Agreement (Pennsylvania Power Co), Receivables Purchase Agreement (Pennsylvania Electric Co)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval, such approval not to be unreasonably withheld, by) the Agent and the applicable Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent Seller or the applicable Managing Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the "Terminating Tranche") for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser Conduit be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 2 contracts

Sources: Receivables Purchase Agreement (Graybar Electric Co Inc), Receivables Purchase Agreement (Graybar Electric Co Inc)

Selection and Continuation of Tranche Periods. (a) With At any time that a Tranche which accrues Yield at the Adjusted LIBO Rate is funded or maintained by a Committed Purchaser in a Commercial Paper Purchase Group or by a Conduit Purchaser through a source other than Commercial Paper, Seller shall from time to time request, in consultation from with (and approval by) the Agent and the applicable related Managing Agent, Seller will from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutionssuch Tranches, provided thatprovided, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one each Tranche Period shall end on the date specified in clause (A) of the definition of a Settlement Date. (b) Seller, the Agent or the applicable Managing Agent, upon notice to and consent by the other applicable Managing Agent received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, Tranche may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest Tranche funded by the Committed Purchasers and Terminating Committed Purchasers in the same Purchase Group into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Tranches, (ii) combine any such Purchaser Interest Tranche with one or more other Tranches of a Committed Purchaser Interests which either or Terminating Committed Purchaser in the same Purchase Group that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Tranche with one or more other Tranches which either end on such day or are newly created on such day by combining the associated Capital for such Purchaser Interests, day; provided, that in no event may a Purchaser Interest Tranche of any Conduit Purchaser be combined with a Purchaser Interest Tranche of any other a Committed Purchaser.

Appears in 2 contracts

Sources: Receivables Purchase Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) adequate prior notice to the Agent and the applicable Managing Administrative Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, (i) if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement DateYield Payment Date and (ii) no more than three (3) Tranche Periods shall be outstanding at any time. (b) Seller, the Agent or the applicable Managing Agent, Seller upon notice to and consent by consultation with the other Administrative Agent received at least three (3) Business Days prior to the last day of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either have a Terminating Tranche ending on such day or are newly created on such day by combining the associated Capital for (subject to Conduit’s ability to accommodate such Purchaser Interestsdivision or combination), provided, that in no event may a Purchaser Interest of any Purchaser Conduit be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 2 contracts

Sources: Receivables Purchase Agreement (CMS Energy Corp), Receivables Purchase Agreement (CMS Energy Corp)

Selection and Continuation of Tranche Periods. (a) With In the case of Purchaser Interests of any Financial Institution in a Purchaser Group, the Administrative Seller shall, with consultation from (from, and approval by) the Agent and , the applicable Managing AgentFinancial Institution (such approval not to be unreasonably withheld), Seller will from time to time prior to the Amortization Date request Tranche Periods for the Purchaser Interests of such Financial Institution. Notwithstanding the Financial Institutions, provided thatforegoing provisions of this Section 4.3(a), if at any time the any Financial Institutions Institution shall have a Purchaser Interest, the Administrative Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) SellerExcept as otherwise set forth in Section 4.3(a), the Agent Administrative Seller or the applicable Managing AgentFinancial Institution, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interest to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser Purchasers be combined with a Purchaser Interest of any other Purchaser.

Appears in 2 contracts

Sources: Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing relevant Funding Agent, Seller will shall from time to time request Tranche Periods for the Committed Purchaser Interests of the Financial Institutionsin a Conduit Group, provided that, if at any time the Financial Institutions Committed Purchasers shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent Seller or the applicable Managing relevant Funding Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any a Conduit be combined with a Committed Purchaser Interest or of another Conduit, and in no event may a Committed Purchaser Interest be combined with a Purchaser Interest of any other Purchasera Purchaser in a different Conduit Group.

Appears in 2 contracts

Sources: Receivables Purchase Agreement (Energizer Holdings Inc), Receivables Purchase Agreement (Energizer Holdings Inc)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Agent(which approval shall not be unreasonably withheld), Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent Seller or the applicable Managing Agent, upon notice to and consent by the other (such consent not to be unreasonably withheld) received at least three (3) Business Days prior to the last day end of a Tranche Period (the "Terminating Tranche") for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser Conduit be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Invacare Corp)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on each date a Monthly Report is required to be delivered to the date specified Agent in clause (A) of the definition of Settlement Date.accordance with Section 8.5 (b) SellerSeller may, with the consent of the Agent or the applicable Managing Agent, upon notice to and consent by the other received obtained at least three (3) Business Days prior to the last day end of a Tranche Period for any Purchaser Interest (and the Agent may, on notice given to the Seller at least three (3) Business Days prior to the end of a Tranche Period) (the “Terminating Tranche”) for any Purchaser Interest, may), effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser Company be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Flowserve Corp)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of each Settlement Date. (ba) Seller, the Agent Seller or the applicable Managing Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the "Terminating Tranche") for any Purchaser Interest, may, effective on such the last day, day of a Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche, or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser a Company be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Navistar Financial Retail Receivables Corporation)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. Without limiting the foregoing, in no event may the Seller request a Tranche Period for a Purchaser Interest of Company. (b) Seller, the Agent Seller or the applicable Managing Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the "Terminating Tranche") for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends. Notwithstanding the foregoing, provided, that in no event may a Purchaser Interest of any Purchaser Company be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Cott Corp /Cn/)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing relevant Funding Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial InstitutionsInstitutionsin a Conduit Group, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent Seller or the applicable Managing therelevant Funding Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the "Terminating Tranche") for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser a Conduit be combined with a Purchaser Interest of any other Purchaserthe Financial Institutionsor of another Conduit, and in no event may a Purchaser Interest of a Financial Institution be combined with a Purchaser Interest of a Purchaser in a different Conduit Group.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Energizer Holdings Inc)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable each related Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial InstitutionsCommitted Purchasers; provided, provided thathowever, if that no more than fifteen (15) Tranche Periods shall be outstanding at any one time the Financial Institutions shall have a Purchaser Interest, and Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent Seller or the applicable a Managing Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for Interests, (ii) combine any such Purchaser Interest into smaller amounts of Capital with one or more other Purchaser Interests which have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Purchaser Interest with one or more other Purchaser Interests which either have a Terminating Tranche ending on such day or are newly created on such day by combining the associated Capital for such Purchaser Interestsday, provided, that in no event may a Purchaser Interest of any a Conduit Purchaser be combined with a Purchaser Interest of any other a Committed Purchaser.

Appears in 1 contract

Sources: Receivables Purchase Agreement (McKesson Corp)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Agent, Seller will shall from time to time request select Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that Tranche Periods having a total of at least one Tranche Period $10,000,000 (or, if less than $10,000,000, the aggregate Capital in respect of the Purchaser Interests then outstanding) shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent or the applicable Managing Agent, Seller upon notice to and consent by the other Agent received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, Table of Contents provided, that in no event may a Purchaser Interest of any Purchaser Company be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Johnson Polymer Inc)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Agent, Seller will shall from time to time request in its discretion select Tranche Periods for the Purchaser Interests of the Financial InstitutionsInstitutions (if any), provided thatthat (i) no Tranche Period shall extend beyond the Facility Termination Date, and (ii) at all times after a CP Renewal Event, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request select Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent or the applicable Managing Agent, upon notice to and consent by the other Agent received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with one or more new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser Conduit be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Meredith Corp)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing relevant Agent, Seller will shall from time to time request Tranche Periods for the Committed Purchaser Interests of the Financial Institutionsin a Conduit Group, provided that, if at any time the Financial Institutions Committed Purchasers shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent Seller or the applicable Managing relevant Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any a Conduit be combined with a Committed Purchaser Interest or of another Conduit, and in no event may a Committed Purchaser Interest be combined with a Purchaser Interest of any other Purchasera Purchaser in a different Conduit Group.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Energizer Holdings Inc)

Selection and Continuation of Tranche Periods. (a) With consultation from Seller (and approval byor Servicer, on Seller’s behalf) the Agent and the applicable Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutionseach Purchaser, provided that, that if at any time the Financial Institutions such Purchaser shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent Servicer (on Seller’s behalf) or the applicable Managing AgentPurchaser, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser Interests, provided, that in no event may Interest with a new Purchaser Interest of any Purchaser to be combined with a Purchaser Interest of any other Purchaserpurchased on the day such Terminating Tranche ends.

Appears in 1 contract

Sources: Receivables Purchase Agreement (RPM International Inc/De/)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Collateral Agent, the Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial InstitutionsCommitted Purchasers in the Related Group for which Bank One is the Managing Agent, provided that, if at any time the Financial Institutions such Committed Purchasers shall have all or any portion of a Purchaser InterestInterest (or an undivided interest therein), the Seller shall always request Tranche Periods such that at least one (1) Tranche Period shall end on the date specified in clause (A) of the definition of Settlement each Weekly Funding Date. (b) The Seller, the Agent or the applicable Managing Agent, upon notice to and consent by the other Collateral Agent received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”"TERMINATING TRANCHE") for any Purchaser Interest, maymay (with the consent or at the direction of the Collateral Agent), effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, providedPROVIDED, that in no event may a Purchaser Interest of any Purchaser a Conduit be combined with a Purchaser Interest of any other Committed Purchaser.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Pioneer Standard Electronics Inc)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable each related Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, Institutions in each Purchaser Group; provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of a Monthly Settlement Date. (b) Seller, the Agent The Seller or the applicable related Managing AgentAgent for the Purchasers holding such Purchaser Interest, may upon notice to and consent by the other Agent and the Seller received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest funded by the Financial Institutions into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests; (ii) combine any such Purchaser Interest of a Financial Institution in the same Purchaser Group with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche; or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interest to be purchased by such Financial Institution on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser be combined with a Purchaser Interest of any other Purchaser. If any Purchaser Interest is combined or is divided pursuant to the preceding sentence, the Capital of any such combined or divided Purchaser Interest shall be modified to give effect to such combination or division.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Timken Co)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing AgentFinancial Institution, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent Seller or the applicable Managing AgentFinancial Institution, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the "Terminating Tranche") for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Capital, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such Terminating Tranche by combining the associated Capital for such Purchaser Interests or (iii) combine any such Purchaser Interest with a new Purchaser Interest to be purchased on the day or are newly created on such day Terminating Tranche ends by combining the associated Capital for such Purchaser Interests, provided, ; provided that in no event may a Purchaser Interest of any Purchaser be combined with a Purchaser Interest of any other Purchaser.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Avnet Inc)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of each Settlement Date. (b) Seller, the Agent Seller or the applicable Managing Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the "Terminating Tranche") for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day, such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser the Company be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Hypercom Corp)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent . Seller or the applicable Managing Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the "Terminating Tranche") for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser Conduit be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Performance Food Group Co)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing AgentCo-Agents, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial InstitutionsLiquidity Interests, provided that, if at any time the Financial Institutions shall have a Purchaser Interestany Liquidity Interest is outstanding, Seller shall always request Tranche Periods from such Purchaser such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, on the Agent or one hand, and as applicable, the applicable Managing AgentCo-Agents, on the other hand, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing of the associated Capital for such same Purchaser Interest into smaller amounts of Capital or Group, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either of the same Purchaser Group that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests of the same Purchaser Group to be purchased on the day such Terminating Tranche ends, provided, provided that in no event may a Purchaser Interest of Falcon be combined with a Purchaser Interest of any other Purchaser, and in no event may a Purchaser Interest of Fifth Third be combined with a Purchaser Interest of any other Purchaser.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Ferrellgas Partners Finance Corp)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Interest Payment Date. (b) Seller, the Agent Seller or the applicable Managing Agent, upon notice to and consent by the other (which consent shall not be unreasonably withheld) received at least three (3) Business Days prior to the last day end of a Tranche Period (the "Terminating Tranche") for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser Conduit be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Puget Sound Energy Inc)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable theeach related Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period with respect to Purchaser Interests held by each Financial Institution shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent Seller or the applicable theany Managing Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest witha new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser JS Trusta Conduit be combined with a Purchaser Interest of any other Purchaserthea Financial InstitutionsInstitution and in no event may a Purchaser Interest of one Purchaser Group be combined with a Purchaser Interest of another Purchaser Group.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Insight Enterprises Inc)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of a Monthly Settlement Date. (b) Seller, the Agent Seller or the applicable Managing Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the "Terminating Tranche") for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser Company be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 1 contract

Sources: Purchase Agreement (Anixter International Inc)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and Agent, the applicable Managing AgentFinancial Institution and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of any of the Financial Institutions, provided that, if at any time any of the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent . Seller or the applicable Managing AgentFinancial Institution, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Capital, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such Terminating Tranche by combining the associated Capital for such Purchaser Interests or (iii) combine any such Purchaser Interest with a new Purchaser Interests to be purchased on the day or are newly created on such day Terminating Tranche ends by combining the associated Capital for such Purchaser Interests, provided, that in no event may a Purchaser Interest of any Purchaser be combined with a Purchaser Interest of any other Purchaser.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, the Agent Seller or the applicable Managing Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the "Terminating Tranche") for any Purchaser Interest, may, effective on such the -------------------- last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing the associated Capital for such Purchaser Interest into smaller amounts of Capital or Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser -------- Conduit be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Energizer Holdings Inc)

Selection and Continuation of Tranche Periods. (a) With consultation from (and approval by) the Agent and the applicable Managing Agent, Seller will shall from time to time request Tranche Periods for the Purchaser Interests of the Financial InstitutionsLiquidity Interests, provided that, if at any time the Financial Institutions shall have a Purchaser Interestany Liquidity Interest is outstanding, Seller shall always request Tranche Periods from such Purchaser such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date. (b) Seller, on the one hand, and as applicable, the Agent or Fifth Third, on the applicable Managing Agentother hand, upon notice to and consent by the other received at least three (3) Business Days prior to the last day end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on such the last day, day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests by subdividing of the associated Capital for such same Purchaser Interest into smaller amounts of Capital or Group, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests which either of the same Purchaser Group that have a Terminating Tranche ending on the same day as such day Terminating Tranche or are newly created on such day by combining the associated Capital for (iii) combine any such Purchaser InterestsInterest with a new Purchaser Interests of the same Purchaser Group to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchaser Jupiter be combined with a Purchaser Interest of any other Purchaserthe Financial Institutions or of Fifth Third, and in no event may a Purchaser Interest of Fifth Third be combined with a Purchaser Interest of anyone in the Jupiter Group.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Ferrellgas Partners L P)