Notice of Material Event. Each Seller shall promptly inform Buyer in writing of the occurrence of any of the following with respect to such Seller, in each case setting forth the details thereof and what action, if any, such Seller proposes to take with respect thereto: (i) any Litigation commenced or threatened against such Seller or with respect to or in connection with all or any substantial portion of the Transferred Assets or developments in such Litigation, in each case, that such Seller believes has a reasonable risk of being determined adversely and having a Material Adverse Effect; (ii) the commencement of a proceeding against such Seller seeking a decree or order in respect of Seller (A) under any Debtor Relief Laws, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Seller or for any substantial part of such Seller’s assets, or (C) ordering the winding-up or liquidation of the affairs of such Seller; or (iii) such Seller’s failure to comply with any of its obligations under this Agreement.
Appears in 2 contracts
Samples: Receivables Sale Agreement (CDF Funding, Inc.), Receivables Sale Agreement (CDF Funding, Inc.)
Notice of Material Event. Each Seller shall promptly inform Buyer in writing of the occurrence of any of the following with respect to such Seller, in each case setting forth the details thereof and what action, if any, such Seller proposes to take with respect thereto:
(i) any Litigation commenced or threatened against such Seller or with respect to or in connection with all or any substantial portion of the Transferred Assets or with respect to the Note Trust Certificate or developments in such Litigation, in each case, that such Seller believes has a reasonable risk of being determined adversely and having a Material Adverse Effect;
(ii) the commencement of a proceeding against such Seller seeking a decree or order in respect of Seller (A) under any Debtor Relief Laws, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Seller or for any substantial part of such Seller’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of such Seller; or
(iii) such Seller’s 's failure to comply with any of its obligations under this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase and Contribution Agreement (CDF Funding, Inc.), Receivables Purchase and Contribution Agreement (CDF Funding, Inc.)
Notice of Material Event. Each Seller shall promptly inform Buyer Xxxxx in writing of the occurrence of any of the following with respect to such Sellerof which Seller has knowledge, in each case setting forth the details thereof and what action, if any, such Seller proposes to take with respect thereto:
(i) any Litigation commenced or threatened against such Seller or with respect to or in connection with all or any substantial portion of the Transferred Assets or developments in such Litigation, in each case, that such Seller believes has a reasonable risk of being determined adversely and and, if adversely determined, having a Material Adverse Effect;
(ii) the commencement of a proceeding against such Seller seeking a decree or order in respect of Seller (A) under any Debtor Relief Laws, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Seller or for any substantial part of such Seller’s assets, or (C) ordering the winding-up or liquidation of the affairs of such Seller; or
(iii) such Seller’s failure to comply with any breach by Seller of its obligations any representation, warranty or covenant made by Seller under this Agreement.
Appears in 2 contracts
Samples: Receivables Sale and Contribution Agreement (NBCUniversal Media, LLC), Receivables Sale and Contribution Agreement (NBCUniversal Media, LLC)
Notice of Material Event. Each Seller shall promptly inform Buyer in writing of the occurrence of any of the following with respect to such Seller, in each case setting forth the details thereof and what action, if any, such Seller proposes to take with respect thereto:
(i) any Litigation commenced or threatened against such Seller or with respect to or in connection with all or any substantial portion of the Transferred Assets or with respect to the Note Trust Certificate or developments in such Litigation, in each case, that such Seller believes has a reasonable risk of being determined adversely and having a Material Adverse Effect;
(ii) the commencement of a proceeding against such Seller seeking a decree or order in respect of Seller (A) under any Debtor Relief Laws, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Seller or for any substantial part of such Seller’s assets, or (C) ordering the winding-up or liquidation of the affairs of such Seller; or
(iii) such Seller’s failure to comply with any of its obligations under this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase and Contribution Agreement (CDF Funding, Inc.), Receivables Purchase and Contribution Agreement (CDF Funding, Inc.)
Notice of Material Event. Each Seller shall promptly inform Buyer in writing of the occurrence of any of the following with respect to such Seller, in each case setting forth the details thereof and what action, if any, such Seller proposes to take with respect thereto:
(i) any Litigation commenced or threatened against such Seller or with respect to or in connection with all or any substantial portion of the Transferred Assets or developments in such Litigation, in each case, that such Seller believes has a reasonable risk of being determined adversely and having a Material Adverse Effect;
(ii) the commencement of a proceeding against such Seller seeking a decree or order in respect of Seller (A) under any Debtor Relief Laws, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Seller or for any substantial part of such Seller’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of such Seller; or
(iii) such Seller’s 's failure to comply with any of its obligations under this Agreement.
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