Common use of Notice of Termination Events Clause in Contracts

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 17 contracts

Samples: Receivables Purchase Agreement (Kelly Services Inc), Receivables Purchase Agreement (Knight-Swift Transportation Holdings Inc.), Receivables Purchase Agreement (Knight-Swift Transportation Holdings Inc.)

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Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the such Administrator and the Purchaser Agents have has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (Purchasers unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 14 contracts

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

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the such Administrator and the Purchaser Agents have has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 12 contracts

Samples: Receivables Purchase Agreement (Fleetcor Technologies Inc), Receivables Purchase Agreement (Fleetcor Technologies Inc), Receivables Purchase Agreement (Fleetcor Technologies Inc)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 12 contracts

Samples: Receivables Purchase Agreement (Vistra Corp.), Receivables Purchase Agreement (TransDigm Group INC), Receivables Purchase Agreement (Vistra Corp.)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless such Purchaser Agent or the Administrator and the Purchaser Agents have Administrator, as applicable, has received notice from any Purchaser, Purchaser Agent, the Servicer, any Sub-Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 7 contracts

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

Notice of Termination Events. Neither the Administrator nor any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have it has received notice from from, in the case of the Administrator, any Purchaser Agent, any Purchaser, the Servicer or the Seller and, in the case of any Purchaser Agent, the Administrator, any other Purchaser Agent, any Purchaser, the Servicer or the Seller, in each case stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related PurchasersAgent. In the event that a Purchaser Agent receives such a notice (other than from the Administrator)notice, it shall promptly give notice thereof to the Administrator (unless such Purchaser Agent first received notice of such Termination Event or Unmatured Termination Event from the Administrator) and to each of its related Purchasers. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all the required Purchasers, all Purchaser Agents or the LC Bank and/or the Required LC ParticipantsBank), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 6 contracts

Samples: Receivables Purchase Agreement (Arch Coal Inc), Receivables Purchase Agreement (Arch Coal Inc), Receivables Purchase Agreement (Arch Coal Inc)

Notice of Termination Events. Neither the Administrator nor any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have it has received notice from from, in the case of the Administrator, any Purchaser Agent, any Purchaser, the Servicer or the Seller and, in the case of any Purchaser Agent, the Administrator, any other Purchaser Agent, any Purchaser, the Servicer or the Seller, in each case stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related PurchasersAgent. In the event that a Purchaser Agent receives such a notice (other than from the Administrator)notice, it shall promptly give notice thereof to the Administrator (unless such Purchaser Agent first received notice of such Termination Event or Unmatured Termination Event from the Administrator) and to each of its related Purchasers. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, all Purchaser Agents or the LC Bank and/or the Required LC ParticipantsBank), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 6 contracts

Samples: Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.)

Notice of Termination Events. Neither the Administrator nor any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have it has received notice from from, in the case of the Administrator, any Purchaser Agent, any Purchaser, the Servicer or the Seller and, in the case of any Purchaser Agent, the Administrator, any other Purchaser Agent, any Purchaser, the Servicer or the Seller, in each case stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related PurchasersAgent. In the event that a Purchaser Agent receives such a notice (other than from the Administrator)notice, it shall promptly give notice thereof to the Administrator (unless such Purchaser Agent first received notice of such Termination Event or Unmatured Termination Event from the Administrator) and to each of its related Purchasers. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all the required Purchasers, the LC Bank and/or the Required LC Participantsall Purchaser Agents or all XX Xxxxx), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 4 contracts

Samples: Receivables Purchase Agreement (Owens Corning), Receivables Purchase Agreement (Owens Corning), Receivables Purchase Agreement (Owens Corning)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the such Purchaser Agents have Agent or Agent has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the AdministratorAgent), it shall promptly give notice thereof to the AdministratorAgent. The Administrator Agent shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Required Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC ParticipantsPurchaser Agents), but until the Administrator Agent receives such directions, the Administrator Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Agent deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 4 contracts

Samples: Receivables Purchase Agreement (Henry Schein Inc), Receivables Purchase Agreement (Henry Schein Inc), Receivables Purchase Agreement (Henry Schein Inc)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Potential Termination Event unless the Administrator and the Agent or such Purchaser Agents have Agent has received notice from any Purchaser, the Servicer Purchaser or the Seller stating that a Termination Event or an Unmatured Potential Termination Event has occurred hereunder and describing such Termination Event or Unmatured Potential Termination Event. In If the event that the Administrator Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to the members of its related PurchasersPurchaser Group. In the event that If a Purchaser Agent receives such a notice (from any Person other than from the Administrator)Agent, it shall promptly give notice thereof to the AdministratorAgent and each Purchaser Agent whereupon each Purchaser Agent shall promptly give notice thereof to the members of its Purchaser Group. The Administrator Agent shall take such action concerning a Termination Event or an Unmatured Potential Termination Event as may be directed by the Majority Purchaser Agents Instructing Group (unless or, if required for such action otherwise requires action, all of the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Agent receives such directions, the Administrator Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Agent deems advisable and in the best interests of the Purchasers and the Purchaser AgentsPurchasers.

Appears in 3 contracts

Samples: Receivables Sale Agreement (Quebecor World Usa Inc), Receivables Sale Agreement (Arvinmeritor Inc), Receivables Sale Agreement (Arvinmeritor Inc)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, Purchasers or the LC Bank and/or the Required LC ParticipantsBank), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Cloud Peak Energy Inc.), Purchase and Sale Agreement (Cooper Tire & Rubber Co), Receivables Purchase Agreement (Cloud Peak Energy Inc.)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Potential Termination Event unless the Administrator and the Agent or such Purchaser Agents have Agent has received notice from any Purchaser, the Servicer Purchaser Agent or the Seller stating that a Termination Event or an Unmatured Potential Termination Event has occurred hereunder and describing such Termination Event or Unmatured Potential Termination Event. In the event that the Administrator Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers, Enhancement Banks and Liquidity Banks. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), Agent) it shall promptly give notice thereof to the AdministratorAgent and each of its affiliated Enhancement Banks and Liquidity Banks. The Administrator Agent shall take such action concerning a Termination Event or an Unmatured Potential Termination Event as may be directed by the Majority Instructing Group (or, in the case where there are only two Purchaser Agents (unless Groups and neither Purchaser Group has a majority of the Commitments, either Purchaser Agent except if the proposed action is a waiver of the consequences of the Potential Termination Event, in which case such action otherwise requires waiver shall require the consent of the Instructing Group) (or, if otherwise required for such action, all of the Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Agent receives such directions, the Administrator Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Agent deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 3 contracts

Samples: Receivables Sale Agreement (Officemax Inc), Receivables Sale Agreement (Officemax Inc), Receivables Sale Agreement (Bergen Brunswig Corp)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent and Seller, whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser or Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the AdministratorAdministrator and Seller. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Consol Energy Inc), Receivables Purchase Agreement (Consol Energy Inc), Receivables Purchase Agreement (Kansas City Power & Light Co)

Notice of Termination Events. Neither any Purchaser The Administrative Agent nor the Administrator shall not be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Potential Termination Event unless the Administrator and the Purchaser Agents have such Person has received notice from any Purchaser, the any Servicer or the Seller MRFC stating that a Termination Event or an Unmatured Potential Termination Event has occurred hereunder and describing such Termination Event or Unmatured Potential Termination Event. In the event that the Administrator Administrative Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related PurchasersPurchaser. In the event that a Purchaser Agent receives such a notice (other than from the AdministratorAdministrative Agent), it shall promptly give given notice thereof to the AdministratorAdministrative Agent. The Administrator Administrative Agent shall (a) to the extent so directed in writing by the Requisite Purchasers upon the occurrence and during the continuation of a Termination Event, declare the Facility Termination Date to have occurred, and (b) take such other action concerning a Termination Event or an Unmatured Potential Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Requisite Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Administrative Agent receives such directionsdirection, the Administrator Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Administrative Agent deems advisable and in the best interests of the Purchasers and the Purchaser AgentsPurchasers.

Appears in 2 contracts

Samples: Receivables Transfer Agreement (Metaldyne Corp), Receivables Transfer Agreement (Metaldyne Corp)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator Administrative Agent shall be deemed to have knowledge or notice of the occurrence existence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have such Administrative Agent has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator Administrative Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the AdministratorAdministrative Agent), it shall promptly give notice thereof to the AdministratorAdministrative Agent. The Administrator Administrative Agent shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents Required Purchasers (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Administrative Agent receives such directions, the Administrator Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Administrative Agent deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Ingram Micro Inc), Receivables Purchase Agreement (Ingram Micro Inc)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the such Administrator and the Purchaser Agents have has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (Purchasers or Simple Majority of Purchasers, as set forth herein, unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Airgas Inc), Receivables Purchase Agreement (Airgas Inc)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Potential Termination Event unless the Administrator and the Agent or such Purchaser Agents have Agent has received notice from any Purchaser, the Servicer Purchaser or the Seller stating that a Termination Event or an Unmatured Potential Termination Event has occurred hereunder and describing such Termination Event or Unmatured Potential Termination Event. In the event that the Administrator Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the AdministratorAgent), it shall promptly give notice thereof to the AdministratorAgent. The Administrator Agent shall take such action concerning a Termination Event or an Unmatured Potential Termination Event as may be directed by the Majority Purchaser Agents Instructing Group (unless or, if otherwise required for such action otherwise requires action, all of the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Agent receives such directions, the Administrator Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Agent deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 2 contracts

Samples: Receivables Sale Agreement (Ametek Inc/), Receivables Sale Agreement (Ametek Inc/)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Potential Termination Event unless the Administrator and the Agent or such Purchaser Agents have Agent has received notice from any Purchaser, the Servicer Purchaser or the Seller stating that a Termination Event or an Unmatured Potential Termination Event has occurred hereunder and describing such Termination Event or Unmatured Potential Termination Event. In the event that the Administrator Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers, Enhancement Banks and Liquidity Banks. In the event that a Purchaser Agent receives such a notice (other than from the AdministratorAgent), it shall promptly give notice thereof to the AdministratorAgent and each of its affiliated Enhancement Banks and Liquidity Banks. The Administrator Agent shall take such action concerning a Termination Event or an Unmatured Potential Termination Event as may be directed by the Majority Purchaser Agents Instructing Group or, if only USF Assurance shall have any outstanding Investment at such time, USF Assurance (unless or, if otherwise required for such action otherwise requires action, all of the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Agent receives such directions, the Administrator Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Agent deems advisable and in the best interests of the Purchasers and the Purchaser Agents; provided, that if USF Assurance shall be entitled to give such direction, no waiver by USF Assurance of such Potential Termination Event shall be binding on any other Purchaser, including without limitation for purposes of Section 7.2(a) or, if such Potential Termination Event becomes a Termination Event for purposes of declaring the Termination Date.

Appears in 1 contract

Samples: Receivables Sale Agreement (Usf Corp)

Notice of Termination Events. Neither any Purchaser Funding Agent nor the Administrator Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have such Person has received notice from any Purchaser, Funding Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In If the event that the Administrator Collateral Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Funding Agent whereupon each such Purchaser Funding Agent shall promptly give notice thereof to its related Purchasers. In the event that If a Purchaser Funding Agent receives such a notice (other than from the AdministratorCollateral Agent), it shall promptly give notice thereof to the AdministratorCollateral Agent. The Administrator Collateral Agent shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Funding Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Collateral Agent receives such directions, the Administrator Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Collateral Agent deems advisable and in the best interests of the Purchasers and the Purchaser Funding Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (United States Steel Corp)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Potential Termination Event unless the Administrator and the Agent or such Purchaser Agents have Agent has received notice from any Purchaser, the Servicer Purchaser or the Seller stating that a Termination Event or an Unmatured Potential Termination Event has occurred hereunder and describing such Termination Event or Unmatured Potential Termination Event. In the event that the Administrator Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the AdministratorAgent), it shall promptly give notice thereof to the AdministratorAgent. The Administrator Agent shall take such action concerning a Termination Event or an Unmatured Potential Termination Event as may be directed by the Majority Instructing Group (or, in the case where there are only two Purchaser Agents (unless Groups and neither Purchaser Group has a majority of the Commitments, either Purchaser Agent except if the proposed action is a waiver of the consequences of the Potential Termination Event, in which case such action otherwise requires waiver shall require the consent of the Instructing Group) (or, if otherwise required for such action, all of the Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Agent receives such directions, the Administrator Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Agent deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Sale Agreement (Swift Transportation Co Inc)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have such Person has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required all LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patriot Coal CORP)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the such Administrator and the Purchaser Agents have has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, Purchasers and/or the LC Bank and/or the Required LC Participants)Bank, but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (American Greetings Corp)

Notice of Termination Events. Neither any Purchaser The Administrative Agent nor the Administrator shall not be deemed to have knowledge or notice of the occurrence existence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have Administrative Agent has received notice from any PurchaserLender, Lender Agent, the Servicer or the Seller Borrower stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator Administrative Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Lender Agent whereupon each such Purchaser Lender Agent shall promptly give notice thereof to its related PurchasersLenders. In the event that a Purchaser Lender Agent receives such a notice (other than from the AdministratorAdministrative Agent), it shall promptly give notice thereof to the AdministratorAdministrative Agent. The Administrator Administrative Agent shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents Required Lenders (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC ParticipantsLenders), but until the Administrator Administrative Agent receives such directions, the Administrator Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Administrative Agent deems advisable and in the best interests of the Purchasers Lenders and the Purchaser Lender Agents.

Appears in 1 contract

Samples: Receivables Loan Agreement (Elanco Animal Health Inc)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have such Person has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (Purchasers unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Pilgrims Pride Corp)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Potential Termination Event unless the Administrator and the Agent or such Purchaser Agents have Agent has received notice from any Purchaser, the Servicer LC Issuer, any Purchaser Agent, the Collection Agent or the Seller stating that a Termination Event or an Unmatured Potential Termination Event has occurred hereunder and describing such Termination Event or Unmatured Potential Termination Event. In the event that the Administrator Agent receives such a notice, it shall promptly give notice thereof to the LC Issuer and each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that the LC Issuer or a Purchaser Agent receives such a notice (other than from the AdministratorAgent), it shall promptly give notice thereof to the AdministratorAgent. The Administrator Agent shall take such action concerning a Termination Event or an Unmatured Potential Termination Event as may be directed by the Majority Purchaser Agents Instructing Group (unless or, if required for such action otherwise requires the consent of all Purchasersaction, the LC Bank and/or Issuer and all of the Required LC ParticipantsPurchasers), but until the Administrator Agent receives such directions, the Administrator Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Agent deems advisable and in the best interests of the Purchasers Purchasers, the LC Issuer and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Sale Agreement (Chemtura CORP)

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Notice of Termination Events. Neither the Administrator nor any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have it has received notice from from, in the case of the Administrator, any Purchaser Agent, any Purchaser, the Servicer or the Seller and, in the case of any Purchaser Agent, the Administrator, any other Purchaser Agent, any Purchaser, the Servicer or the Seller, in each case stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives 729565239 15494375 36 such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related PurchasersAgent. In the event that a Purchaser Agent receives such a notice (other than from the Administrator)notice, it shall promptly give notice thereof to the Administrator (unless such Purchaser Agent first received notice of such Termination Event or Unmatured Termination Event from the Administrator) and to each of its related Purchasers. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all the required Purchasers, all Purchaser Agents or the LC Bank and/or the Required LC ParticipantsBank), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Arch Coal Inc)

Notice of Termination Events. Neither any None of the Purchaser Agent Agents nor the Administrator Administrative Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Incipient Termination Event unless the Administrator and the Purchaser Agents have such Person has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Incipient Termination Event has occurred hereunder and describing such Termination Event or Unmatured Incipient Termination Event. In the event that the Administrator Administrative Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the AdministratorAdministrative Agent), it shall promptly give given notice thereof to the AdministratorAdministrative Agent and to its Related Purchasers. The Administrator Administrative Agent shall (a) to the extent so directed in writing by any Purchaser upon the occurrence and during the continuation of a Termination Event, declare the Facility Termination Date to have occurred, and (b) take such other action concerning a Termination Event or an Unmatured Incipient Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Requisite Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Administrative Agent receives such directionsdirection, the Administrator Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Administrative Agent deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Purchase and Servicing Agreement (Amerisourcebergen Corp)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have such Person has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents Purchasers (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (York International Corp /De/)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the such Administrator and the Purchaser Agents have has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents Purchasers or a Simple Majority of the Purchasers, as applicable (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the he best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Bearingpoint Inc)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Potential Termination Event unless the Administrator and the Agent or such Purchaser Agents have Agent has received notice from any Purchaser, the Servicer Purchaser or the Seller stating that a Termination Event or an Unmatured Potential Termination Event has occurred hereunder and describing such Termination Event or Unmatured Potential Termination Event. In the event that the Administrator Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the AdministratorAgent), it shall promptly give notice thereof to the AdministratorAgent and its Purchasers. The Administrator Agent shall take such action concerning a Termination Event or an Unmatured Potential Termination Event as may be directed by the Majority Instructing Group (or, in the case where there are only two Purchaser Agents (unless Groups and neither Purchaser Group has a majority of the Commitments, either Purchaser Agent except if the proposed action is a waiver of the consequences of the Potential Termination Event, in which case such action otherwise requires waiver shall require the consent of the Instructing Group) (or, if otherwise required for such action, all of the Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Agent receives such directions, the Administrator Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Agent deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Sale Agreement (Alliance One International, Inc.)

Notice of Termination Events. Neither the Administrator nor any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have it has received notice from from, in the case of the Administrator, any Purchaser Agent, any Purchaser, the Servicer or the Seller and, in the case of any Purchaser Agent, the Administrator, any other Purchaser Agent, any Purchaser, the Servicer or the Seller, in each case stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related PurchasersAgent. In the event that a Purchaser Agent receives such a notice (other than from the Administrator)notice, it shall promptly give notice thereof to the Administrator (unless such Purchaser Agent first received notice of such Termination Event or Unmatured Termination Event from the Administrator) and to each of its related Purchasers. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the all Purchaser Agents or all LC Bank and/or the Required LC ParticipantsBanks), but until xxx xntil the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Celanese Corp)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator Administrative Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator Administrative Agent and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator Administrative Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the AdministratorAdministrative Agent), it shall promptly give notice thereof to the AdministratorAdministrative Agent. The Administrator Administrative Agent shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Administrative Agent receives such directions, the Administrator Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Administrative Agent deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Covanta Holding Corp)

Notice of Termination Events. Neither any Purchaser Lender Agent nor the Administrator Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Potential Termination Event unless the Administrator and the Purchaser Agents have Agent or such Lender Agent has received notice from any Purchaser, the Servicer Lender or the Seller Borrower stating that a Termination Event or an Unmatured Potential Termination Event has occurred hereunder and describing such Termination Event or Unmatured Potential Termination Event. In If the event that the Administrator Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Lender Agent whereupon each such Purchaser Lender Agent shall promptly give notice thereof to the members of its related PurchasersLender Group. In the event that If a Purchaser Lender Agent receives such a notice (from any Person other than from the Administrator)Agent, it shall promptly give notice thereof to the AdministratorAgent and each Lender Agent whereupon each Lender Agent shall promptly give notice thereof to the members of its Lender Group. The Administrator Agent shall take such action concerning a Termination Event or an Unmatured Potential Termination Event as may be directed by the Majority Purchaser Agents Instructing Group (unless or, if required for such action otherwise requires action, all of the consent of all Purchasers, the LC Bank and/or the Required LC ParticipantsLenders), but until the Administrator Agent receives such directions, the Administrator Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Agent deems advisable and in the best interests of the Purchasers and the Purchaser AgentsLenders.

Appears in 1 contract

Samples: Receivables Loan Agreement (Agere Systems Inc)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless such Purchaser Agent or the Administrator and the Purchaser Agents have Administrator, as applicable, has received notice from any Purchaser, Purchaser Agent, the Servicer, any Sub-Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be 37 obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Peabody Energy Corp)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC ParticipantsBank), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cooper Tire & Rubber Co)

Notice of Termination Events. Neither any Purchaser Funding Agent nor ---------------------------- the Administrator Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have such Person has received notice from any Purchaser, Funding Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In If the event that the Administrator Collateral Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Funding Agent whereupon each such Purchaser Funding Agent shall promptly give notice thereof to its related Purchasers. In the event that If a Purchaser Funding Agent receives such a notice (other than from the AdministratorCollateral Agent), it shall promptly give notice thereof to the AdministratorCollateral Agent. The Administrator Collateral Agent shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Funding Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Collateral Agent receives such directions, the Administrator Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Collateral Agent deems advisable and in the best interests of the Purchasers and the Purchaser Funding Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (United States Steel Corp)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Potential Termination Event unless the Administrator and the Agent or such Purchaser Agents have Agent has received notice from any Purchaser, the Servicer Purchaser Agent or the Seller stating that a Termination Event or an Unmatured Potential Termination Event has occurred hereunder and describing such Termination Event or Unmatured Potential Termination Event. In the event that the Administrator Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the AdministratorAgent), it shall promptly give notice thereof to the AdministratorAgent. The Administrator Agent shall take such action concerning a Termination Event or an Unmatured Potential Termination Event as may be directed by the Majority Purchaser Agents Instructing Group (unless or, if required for such action otherwise requires action, all of the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Agent receives such directions, the Administrator Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Agent deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Sale Agreement (Chemtura CORP)

Notice of Termination Events. Neither any None of the Purchaser Agent Agents nor the Administrator Administrative Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Incipient Termination Event unless the Administrator and the Purchaser Agents have such Person has received notice from any Purchaser, any Purchaser Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Incipient Termination Event has occurred hereunder and describing such Termination Event or Unmatured Incipient Termination Event. In the event that the Administrator Administrative Agent receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to the Purchasers in its related PurchasersPurchaser Group. In the event that a Purchaser Agent receives such a notice (other than from the AdministratorAdministrative Agent), it shall promptly give notice thereof to the AdministratorAdministrative Agent and to the Purchasers in its related Purchaser Group. The Administrator Administrative Agent shall (a) to the extent so directed in writing by the Requisite Purchasers upon the occurrence and during the continuation of a Termination Event, declare the Facility Termination Date to have occurred, and (b) take such other action concerning a Termination Event or an Unmatured Incipient Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Requisite Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator Administrative Agent receives such directionsdirection, the Administrator Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator Administrative Agent deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Transfer Agreement (Synnex Corp)

Notice of Termination Events. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the such Administrator and the Purchaser Agents have has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cincinnati Bell Inc)

Notice of Termination Events. Neither the Administrator nor any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have it has received notice from from, in the case of the Administrator, any Purchaser Agent, any Purchaser, the Servicer or the Seller and, in the case of any Purchaser Agent, the Administrator, any other Purchaser Agent, any Purchaser, the Servicer or the Seller, in each case stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related PurchasersAgent. In the event that a Purchaser Agent receives such a notice (other than from the Administrator)notice, it shall promptly give notice thereof to the Administrator (unless such Purchaser Agent first received notice of such Termination Event or Unmatured Termination Event from the Administrator) and to each of its related Purchasers. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participantsall Purchaser Agents or all XX Xxxxx), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Celanese Corp)

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