Common use of Extension of Liquidity Termination Date Clause in Contracts

Extension of Liquidity Termination Date. The Seller may advise the Administrative Agent and each Managing Agent in writing of its desire to extend the Liquidity Termination Date for an additional 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Liquidity Termination Date. Each Managing Agent, upon being so advised by the Seller, shall promptly notify each Financial Institution in such Managing Agent’s Purchaser Group of any such request and each such Financial Institution shall notify the Administrative Agent, its related Managing Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Liquidity Termination Date (it being understood that each Financial Institution may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify the Administrative Agent, its related Managing Agent and the Seller shall be deemed an election not to extend by such Financial Institution). In the event that at least one Financial Institution agrees to extend the Liquidity Termination Date, the Seller Parties, the Administrative Agent, the related Managing Agents and the extending Financial Institutions shall enter into such documents as such extending Financial Institutions may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Financial Institutions, the related Managing Agents and the Administrative Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Financial Institution declines the request to extend the Liquidity Termination Date (each such Financial Institution being referred to herein as a “Non-Renewing Financial Institution”), and, in the case of a Non-Renewing Financial Institution described in clause (a), the Commitment of such Non-Renewing Financial Institution is not assigned to another Person in accordance with the terms of this Article XII prior to the then current Liquidity Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Financial Institution’s Commitment on the then current Liquidity Termination Date.

Appears in 3 contracts

Samples: Intercreditor Agreement (Consumers Energy Co), Intercreditor Agreement (Consumers Energy Co), Receivables Purchase Agreement (CMS Energy Corp)

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Extension of Liquidity Termination Date. The Seller may advise the Administrative Agent and each any Managing Agent in writing of its desire to extend the Liquidity Termination Date for an additional 364 days, provided such request is made not more than 90 60 days prior to, and not less than 60 40 days prior to, the then current Liquidity Termination Date. Each Managing Agent, upon being Agent so advised by the Seller, Seller shall promptly notify each Financial Institution in such Managing Agent’s Purchaser its related Purchase Group of any such request and each such Financial Institution shall notify the Administrative Agent, its related Managing Agent, the Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Liquidity Termination Date (it being understood that each Financial Institution may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify the Administrative its Managing Agent, its related Managing the Agent and the Seller shall be deemed an election not to extend by such Financial InstitutionInstitution and, with respect to SunTrust and JPMCB, their respective Conduits; it being further understood that SunTrust’s or JPMCB’s decision to decline an extension request shall also constitute the decision of its related Conduit to decline such extension request). In the event that at least one Financial Institution agrees and the Conduit in its Purchase Group agree to extend the Liquidity Termination Date, the Seller Parties, the Administrative Agent, the related Managing Agents and applicable Conduit or Conduits, the extending Financial Institutions and the applicable Managing Agent or Agents shall enter into such documents as such extending Financial Institutions may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Financial Institutions, the related such Conduit or Conduits, such Managing Agent or Agents and the Administrative Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Financial Institution (a) declines the request to extend the Liquidity Termination Date or (b) is in a Purchase Group with respect to which the Seller did not seek an extension of the Liquidity Termination Date (each such Financial Institution institution being referred to herein as a “Non-Renewing Financial Institution”), and, in the case of a Non-Renewing Financial Institution described in clause (a), the Back-up Commitment and Liquidity Commitment of such Non-Renewing Financial Institution is are not assigned to another Person in accordance with the terms of this Article XII prior to the then current Liquidity Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Financial Institution’s Back-up Commitment on the then current Liquidity Termination Date.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Anixter International Inc), Receivables Purchase Agreement (Anixter International Inc)

Extension of Liquidity Termination Date. The Seller may advise the Administrative Agent and each Managing Agent in writing of its desire to extend the Liquidity Termination Date for an additional 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Liquidity Termination Date. Each Managing The Administrative Agent, upon being so advised by the Seller, shall promptly notify each Financial Institution in such Managing Agent’s Purchaser Group of any such request and each such Financial Institution shall notify the Administrative Agent, its related Managing Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Liquidity Termination Date (it being understood that each Financial Institution may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify the Administrative Agent, its related Managing Agent and the Seller shall be deemed an election not to extend by such Financial Institution). In the event that at least one Financial Institution agrees to extend the Liquidity Termination Date, the Seller Parties, the Administrative Agent, the related Managing Agents and the extending Financial Institutions shall enter into such documents as such extending Financial Institutions may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Financial Institutions, the related Managing Agents Institutions and the Administrative Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Financial Institution declines the request to extend the Liquidity Termination Date (each such Financial Institution being referred to herein as a “Non-Renewing Financial Institution”), and, in the case of a Non-Renewing Financial Institution described in clause (a), the Commitment of such Non-Renewing Financial Institution is not assigned to another Person in accordance with the terms of this Article XII prior to the then current Liquidity Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Financial Institution’s Commitment on the then current Liquidity Termination Date.

Appears in 2 contracts

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

Extension of Liquidity Termination Date. The Seller may advise the Administrative Agent and each Managing Agent Agents in writing of its desire to extend the Liquidity Termination Date for an additional 364 days, provided such request is made not more than 90 60 days prior to, and not less than 60 45 days prior to, the then current Liquidity Termination Date. Each Managing Agent, upon being so advised by the Seller, shall promptly notify each Financial Institution in such Managing Agent’s its related Purchaser Group of any such request and each such Financial Institution shall notify the Administrative Agent, its related Managing Agent Agent, Seller and the Seller Agent of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Liquidity Termination Date (it being understood that each Financial Institution may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify the Administrative Agent, its related Managing Agent Agent, Seller and the Seller Agent shall be deemed an election not to extend by such Financial Institution). In the event that at least one Financial Institution agrees to extend the Liquidity Termination Date, the Seller Parties, the Administrative Agent, the related Managing Agents and the extending Financial Institutions and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Financial Institutions may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Financial Institutions, the related Managing Agents and the Administrative Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Financial Institution declines the request to extend the Liquidity Termination Date (each such Financial Institution being referred to herein as a “Non-Renewing Financial Institution”), and, in the case of a Non-Renewing Financial Institution described in clause (a), and the Commitment of such Non-Renewing Financial Institution is not assigned to another Person in accordance with the terms of this Article XII prior to the then current Liquidity Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Financial Institution’s Commitment on the then current Liquidity Termination Date.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Insight Enterprises Inc)

Extension of Liquidity Termination Date. The Seller may advise the Administrative Agent and each Managing Agent AgentManaging Agents in writing of its desire to extend the Liquidity Termination Date for an additional 364 days, provided such request is made not more than 90 60 days prior to, and not less than 60 45 days prior to, the then current Liquidity Termination Date. Each TheEach Managing Agent, upon being so advised by the Seller, shall promptly notify each Financial Institution in such Managing Agent’s its related Purchaser Group of any such request and each such Financial Institution shall notify the Administrative theits related Managing Agent, its related Managing Agent Seller and the Seller SellerAgent of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Liquidity Termination Date (it being understood that each Financial Institution may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify the Administrative theits related Managing Agent, its related Managing Agent Seller and the Seller SellerAgent shall be deemed an election not to extend by such Financial Institution). In the event that at least one Financial Institution agrees to extend the Liquidity Termination Date, the Seller Parties, the Administrative Agent, the related Managing Agents and the extending Financial Institutions and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Financial Institutions may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Financial Institutions, the related Managing Agents and the Administrative Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Financial Institution declines the request to extend the Liquidity Termination Date (each such Financial Institution being referred to herein as a “Non-Renewing Financial Institution”), and, in the case of a Non-Renewing Financial Institution described in clause (a), and the Commitment of such Non-Renewing Financial Institution is not assigned to another Person in accordance with the terms of this Article XII prior to the then current Liquidity Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Financial Institution’s Commitment on the then current Liquidity Termination Date.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Insight Enterprises Inc)

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Extension of Liquidity Termination Date. The Seller may advise the Administrative Agent and each Managing Agent in writing of its desire to extend the Liquidity Termination Date for an additional 364 days, provided such request is made not more than 90 60 days prior to, and not less than 60 45 days prior to, the then current Liquidity Termination Date. Each Managing The Agent, upon being so advised by the Seller, shall promptly notify each Financial Institution in such Managing Agent’s Purchaser Group of any such request and each such Financial Institution shall notify the Administrative Agent, its related Managing Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Liquidity Termination Date (it being understood that each Financial Institution may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify the Administrative Agent, its related Managing Agent and the Seller shall be deemed an election not to extend by such Financial Institution). In the event that at least one Financial Institution agrees to extend the Liquidity Termination Date, the Seller Parties, the Administrative Agent, the related Managing Agents and the extending Financial Institutions shall enter into such documents as such extending Financial Institutions may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Financial Institutions, the related Managing Agents Institutions and the Administrative Agent (including reasonable attorneys' fees) shall be paid by the Seller. In the event that any Financial Institution declines the request to extend the Liquidity Termination Date (each such Financial Institution being referred to herein as a "Non-Renewing Financial Institution"), and, in the case of a Non-Renewing Financial Institution described in clause (a), and the Commitment of such Non-Renewing Financial Institution is not assigned to another Person in accordance with the terms of this Article XII prior to the then current Liquidity Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Financial Institution’s 's Commitment on the then current Liquidity Termination Date.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Lennox International Inc)

Extension of Liquidity Termination Date. The Seller may advise the Administrative Agent and each any Managing Agent in writing of its desire to extend the Liquidity Termination Date for an additional 364 days, provided such request is made not more than 90 60 days prior to, and not less than 60 40 days prior to, the then current Liquidity Termination Date. Each Managing Agent, upon being Agent so advised by the Seller, Seller shall promptly notify each Financial Institution in such Managing Agent’s Purchaser its related Purchase Group of any such request and each such Financial Institution shall notify the Administrative Agent, its related Managing Agent, the Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Liquidity Termination Date (it being understood that each Financial Institution may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify the Administrative its Managing Agent, its related Managing the Agent and the Seller shall be deemed an election not to extend by such Financial InstitutionInstitution and, with respect to 37 SunTrust and Bank One, their respective Conduits; it being further understood that SunTrust's or Bank One's decision to decline an extension request shall also constitute the decision of its related Conduit to decline such extension request). In the event that at least one Financial Institution agrees and the Conduit in its Purchase Group agree to extend the Liquidity Termination Date, the Seller Parties, the Administrative Agent, the related Managing Agents and applicable Conduit or Conduits, the extending Financial Institutions and the applicable Managing Agent or Agents shall enter into such documents as such extending Financial Institutions may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Financial Institutions, the related such Conduit or Conduits, such Managing Agent or Agents and the Administrative Agent (including reasonable attorneys' fees) shall be paid by the Seller. In the event that any Financial Institution (a) declines the request to extend the Liquidity Termination Date or (b) is in a Purchase Group with respect to which the Seller did not seek an extension of the Liquidity Termination Date (each such Financial Institution institution being referred to herein as a "Non-Renewing Financial Institution"), and, in the case of a Non-Renewing Financial Institution described in clause (a), the Back-up Commitment and Liquidity Commitment of such Non-Renewing Financial Institution is are not assigned to another Person in accordance with the terms of this Article XII prior to the then current Liquidity Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Financial Institution’s 's Back-up Commitment on the then current Liquidity Termination Date.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Anixter International Inc)

Extension of Liquidity Termination Date. The Seller may advise the Administrative Agent and each Managing Agent in writing of its desire to extend the Liquidity Termination Date for an additional 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Liquidity Termination Date. Each Managing AgentUpon receipt of such notice, upon being so advised by the Seller, Agent shall promptly notify each Financial Institution in such Managing Agent’s Purchaser Group of any such request and each such Financial Institution shall notify the Administrative Agent, its related Managing Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Liquidity Termination Date (it being understood that each Financial Institution may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify the Administrative Agent, its related Managing Agent and the Seller shall be deemed an election not to extend by such Financial Institution). In the event that at least one Financial Institution agrees to extend the Liquidity Termination Date, the Seller Parties, the Administrative Agent, the related Managing Agents and the extending Financial Institutions and the Agent shall enter into such documents as such extending Financial Institutions may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Financial Institutions, the related Managing Agents Institutions and the Administrative Agent (including reasonable attorneys' fees) shall be paid by the Seller. In the event that any Financial Institution declines the request to extend the Liquidity Termination Date (each such Financial Institution being referred to herein as a “Non-Renewing Financial Institution”)Date, and, in the case of it shall be a Non-Renewing Financial Institution described in clause (a)for all purposes hereof, and if the Commitment of such Non-Renewing Financial Institution is not assigned to another Person in accordance with the terms of this Article XII prior to the then current Liquidity Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Financial Institution’s 's Commitment on the then current Liquidity Termination Date.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Puget Sound Energy Inc)

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