Common use of Purchase and Sale Termination Events Clause in Contracts

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a "Purchase and Sale Termination Event": (a) The Commitment Termination Date shall have occurred; or (b) Originator shall fail to make any payment or deposit to be made by it hereunder when due and such failure shall remain unremedied for three Business Days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) notice thereof shall have been given by Servicer, the Administrative Agent or the Company to Originator; or (c) Any representation or warranty made or deemed to be made by Originator (or any of its officers) under or in connection with this Agreement, any other Loan Document or any other information or report delivered pursuant hereto or thereto shall prove to have been false or incorrect in any material respect when made or deemed made; or (d) Originator shall fail to perform or observe in any material respect any agreement contained in any of Sections 6.1(h) or 6.3; or (e) Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and such failure shall remain unremedied for thirty (30) days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) notice thereof shall have been given by Servicer, the Administrative Agent or the Company to Originator; or (f) An Event of Bankruptcy shall have occurred with respect to Originator; or (g) A contribution failure shall occur with respect to any benefit plans sufficient to give rise to a Lien under Section 302(f)

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a "Purchase and Sale Termination Event": (a) The Commitment A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables Purchase Agreement), the Administrator, shall have declared the Facility Termination Date shall to have occurred; or (b) Any Originator shall fail to make any payment or deposit to be made by it hereunder when due and such failure shall remain unremedied for three two (2) Business Days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) notice thereof shall have been given by Servicer, the Administrative Agent or the Company to OriginatorDays; or (c) Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Loan Document Purchase and Sale Agreement Transaction Documents, or any other information or report delivered pursuant hereto or thereto shall prove to have been false or incorrect in any material respect when made or deemed made, and shall remain false or incorrect for 30 days after knowledge of, or notice to, such Originator of such inaccuracy; or (d) Originator shall fail to perform or observe in any material respect any agreement contained in any of Sections 6.1(h) or 6.3; or (e) Any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and such failure shall remain unremedied for thirty (30) days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) written notice thereof shall have been given by Servicer, the Administrative Agent or the Company Servicer to such Originator; or (f) An Event of Bankruptcy shall have occurred with respect to Originator; or (g) A contribution failure shall occur with respect to any benefit plans sufficient to give rise to a Lien under Section 302(f).

Purchase and Sale Termination Events. Each of the following events or ------------------------------------ occurrences described in this Section 8.1 shall constitute a "Purchase and Sale ----------- ----------------- Termination Event":: ----------------- (a) The Commitment A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables ------------- --------- Purchase Agreement), the Administrator, shall have declared the Facility Termination Date shall to have occurred; or (b) Originator The Seller shall fail to make any payment or deposit to be made by it hereunder when due and such failure shall remain unremedied for three two (2) Business Days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) notice thereof shall have been given by Servicer, the Administrative Agent or the Company to OriginatorDays; or (c) Any representation or warranty made or deemed to be made by Originator the Seller (or any of its officers) under or in connection with this Agreement, any other Loan Document Transaction Documents, or any other information or report delivered pursuant hereto or thereto shall prove to have been false incorrect or incorrect untrue in any material respect when made or deemed made, and shall remain incorrect or untrue for 10 days after notice to the Seller of such inaccuracy; or (d) Originator shall fail to perform or observe in any material respect any agreement contained in any of Sections 6.1(h) or 6.3; or (e) Originator The Seller shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and such failure shall remain unremedied for thirty (30) 30 days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) written notice thereof shall have been given by Servicer, the Administrative Agent or Servicer to the Company to Originator; or (f) An Event of Bankruptcy shall have occurred with respect to Originator; or (g) A contribution failure shall occur with respect to any benefit plans sufficient to give rise to a Lien under Section 302(f)Seller.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a "Purchase and Sale Termination Event": (a) The Commitment Termination Date (as defined in the Receivables Purchase Agreement) shall have occurred; or (b) The Originator shall fail to make any payment or deposit to be made by it hereunder when due and such failure shall remain unremedied for three two Business Days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) notice thereof shall have been given by Servicer, the Administrative Agent or the Company to Originatornotice; or (c) Any representation or warranty made or deemed to be made by the Originator (or any of its officers) under or in connection with this Agreement, any other Loan Transaction Document or any other information or report delivered pursuant hereto or thereto shall prove to have been false or incorrect in any material respect when made or deemed mademade provided, however, if the violation of this paragraph (c) by the Originator may be cured without any potential or actual detriment to the Company, the Purchaser, the Agent or any Program Support Provider, the Originator shall have 30 days from the earlier of (i) the Originator's knowledge of such failure and (ii) notice to the Originator of such failure to so cure any such violation before a Purchase and Sale Termination Event shall occur so long as the Originator is diligently attempting to effect such cure; or (d) The Originator shall fail to perform or observe in any material respect any agreement contained in any of Sections 6.1(h) or 6.3; or (e) The Originator shall fail to perform or observe any other material term, covenant or agreement contained in this Agreement on its part to be performed or observed and such failure shall remain unremedied for thirty (30) 30 days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) written notice thereof shall have been given by Servicer, the Administrative Agent or the Company to the Originator; or (f) An Event of Bankruptcy shall have occurred with respect to Originator; or (g) A contribution failure shall occur with respect to any benefit plans sufficient to give rise to a Lien under Section 302(f)

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a "“Purchase and Sale Termination Event":” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”): (a) The Commitment Termination Date an Event of Default shall have occurred; or (b) any Originator shall fail to make when due any payment or deposit to be made by it hereunder when due under this Agreement or any other Loan Document to which it is a party and such failure shall remain unremedied for three two (2) Business Days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) notice thereof shall have been given by Servicer, the Administrative Agent or the Company to OriginatorDays; or (c) Any any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Loan Document Documents to which it is a party, or any other information or report delivered by it pursuant hereto or thereto shall prove to have been false incorrect or incorrect untrue in any material respect when made or deemed mademade or delivered; orprovided, that no breach of a representation or warranty set forth in Section 5.1(k), Section 5.1(l), Section 5.1(m), Section 5.1(x), Section 5.1(z) or Section 5.1(aa) shall constitute a Purchase and Sale Termination Event pursuant to this clause (c) if the applicable Originator has made a cash payment to the Buyer or if a Purchase Price Credit has been granted, in any case, as required pursuant to Section 3.4 with respect to such breach; (d) Originator shall fail to perform or observe in any material respect any agreement contained in any of Sections 6.1(h) or 6.3; or (e) Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Loan Document to which it is a party on its part to be performed or observed and such failure failure, solely to the extent capable of cure, shall remain continue unremedied for thirty (30) days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) notice thereof shall have been given by Servicer, the Administrative Agent or the Company to Originatordays; or (fe) An Event of Bankruptcy any Insolvency Proceeding shall have occurred with respect to Originator; or (g) A contribution failure shall occur with respect to be instituted against any benefit plans sufficient to give rise to a Lien under Section 302(f)Originator or any Originator is not Solvent.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a "Purchase and Sale Termination Event": (a) The Commitment A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables Purchase Agreement), the Administrator, shall have declared the Facility Termination Date shall to have occurred; or (b) Any Originator shall fail to make any payment or deposit to be made by it hereunder when due and such failure shall remain unremedied for three one (1) Business Days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) notice thereof shall have been given by Servicer, the Administrative Agent or the Company to OriginatorDay; or (c) Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Loan Document Transaction Documents, or any other information or report delivered pursuant hereto or thereto shall prove to have been false or incorrect in any material respect when made or deemed made; provided, however, if the violation of this paragraph (c) by any Originator may be cured without any potential or actual detriment to the Company, the applicable Originator shall have 15 Business Days from the earlier of (i) such Originator's actual knowledge of such failure and (ii) notice to such Originator of such failure to so cure any such violation before a Purchase and Sale Termination Event shall occur so long as such Originator is diligently attempting to effect such cure; or (d) Originator shall fail to perform or observe in any material respect any agreement contained in any of Sections 6.1(h) or 6.3; or (e) Any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and such failure shall remain unremedied for thirty (30) days 15 Business Days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) written notice thereof shall have been given by Servicer, the Administrative Agent or the Company Servicer to such Originator; or (f) An Event of Bankruptcy shall have occurred with respect to Originator; or (g) A contribution failure shall occur with respect to any benefit plans sufficient to give rise to a Lien under Section 302(f).

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a "“Purchase and Sale Termination Event"”: (a) The Commitment A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables Purchase Agreement), the Administrator, shall have declared the Facility Termination Date shall to have occurred; or (b) Subject to any failure which is cured in accordance with Section 3.3, any Originator shall fail to make any payment or deposit to be made by it hereunder when due and such failure shall remain unremedied for three one Business Days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) notice thereof shall have been given by Servicer, the Administrative Agent or the Company to Originator; orDay; (c) Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Loan Document Transaction Document, or any other information or report delivered pursuant hereto or thereto shall prove to have been false incorrect or incorrect untrue in any material respect when made or deemed made; or; (d) Originator shall fail to perform or observe in any material respect any agreement contained in any of Sections 6.1(h) or 6.3; or (e) Any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement (other than those terms, covenants or agreements contained in Sections 6.1(b), and 6.2(c), (d) and (e)) on its part to be performed or observed and such failure shall remain unremedied for thirty (30) days 5 Business Days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) written notice thereof shall have been given by Servicer, the Administrative Agent Servicer or the Company Buyer to such Originator; or (fe) An Event Any Originator shall fail to perform or observe any term, covenant or agreement contained in any of Bankruptcy Sections 6.1(b), 6.2(c), (d) or (e) of this Agreement on its part to be performed or observed and such failure shall remain unremedied for 10 Business Days after written notice thereof shall have occurred with respect been given by the Servicer or the Buyer to such Originator; or (g) A contribution failure shall occur with respect to any benefit plans sufficient to give rise to a Lien under Section 302(f).

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a "Purchase and Sale Termination Event": (a) The Commitment A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables Purchase Agreement), the Administrator, shall have declared the Facility Termination Date shall to have occurred; or (b) The Originator shall fail to make any payment or deposit to be made by it hereunder when due and such failure shall remain unremedied for three two (2) Business Days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) notice thereof shall have been given by Servicer, the Administrative Agent or the Company to OriginatorDays; or (c) Any representation or warranty made or deemed to be made (pursuant to Section 4.2) by the Originator (or any of its officers) under or in connection with this Agreement, any other Loan Document Transaction Documents, or any other written information or report delivered pursuant hereto or thereto shall prove to have been false or incorrect in any material respect when made or deemed made; provided, however, that if the violation of this paragraph (c) by the Originator may be cured without any potential or actual detriment to the Purchaser, the Administrator or any Program Support Provider, the Originator shall have 30 days from the earlier of (i) such Person's knowledge of such failure and (ii) notice to such Person of such failure to cure any such violation, before a Purchase and Sale Termination Event shall occur so long as such Person is diligently attempting to effect such cure; or (d) Originator shall fail to perform or observe in any material respect any agreement contained in any of Sections 6.1(h) or 6.3; or (e) The Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and such failure shall remain unremedied for thirty (30) 30 days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) written notice thereof shall have been given by Servicer, the Administrative Agent or Servicer to the Company to Originator; or (f) An Event of Bankruptcy shall have occurred with respect to Originator; or (g) A contribution failure shall occur with respect to any benefit plans sufficient to give rise to a Lien under Section 302(f).

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 9.1 shall constitute a "Purchase and Sale Termination Event": (a) The A Termination Event shall have occurred and, in the case of a Termination Event (other than one described in Section 9.01(e), (g), (h) or (i) of the Receivables Purchase Agreement), the Agent, at the request (or with the consent) of Purchaser, shall have declared the Commitment Termination Date shall to have occurred; or (b) Any Originator shall fail to make any payment or deposit to be made by it hereunder when due and such failure shall remain unremedied for three five (5) Business Days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) notice thereof shall have been given by Servicer, the Administrative Agent or the Company to OriginatorDays; or (c) Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Loan Document Transaction Documents or any other information or report delivered pursuant hereto or thereto shall prove to have been false or incorrect in any material respect when made or deemed made; or (d) Originator shall fail to perform or observe in any material respect any agreement contained in any of Sections 6.1(h) or 6.3; or (e) Any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and such failure shall remain unremedied for thirty (30) 30 calendar days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) written notice thereof shall have been given by Servicer, the Administrative Agent or the Company Servicer to such Originator; or (fe) An Event of Bankruptcy shall have occurred with respect to any Originator; or (g) A contribution failure shall occur with respect to any benefit plans sufficient to give rise to a Lien under Section 302(f).

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 SECTION 9.1 shall constitute a "Purchase and Sale Termination EventPURCHASE AND SALE TERMINATION EVENT": (a) The a Termination Event shall have occurred and, in the case of a Termination Event (other than one described in Section 9.01(e), (g), (h) or (i) of the Receivables Purchase Agreement), the Agent, at the request (or with the consent) of the Purchaser, shall have declared the Commitment Termination Date shall to have occurred; , or (b) the Originator shall fail to make any payment or deposit to be made by it hereunder when due and such failure shall remain unremedied for three five (5) Business Days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) notice thereof shall have been given by ServicerDays, the Administrative Agent or the Company to Originator; or (c) Any any representation or warranty made or deemed to be made by the Originator (or any of its officers) under or in connection with this Agreement, any other Loan Document Transaction Documents or any other information or report delivered pursuant hereto or thereto shall prove to have been false or incorrect in any material respect when made or deemed made; , or (d) Originator shall fail to perform or observe in any material respect any agreement contained in any of Sections 6.1(h) or 6.3; or (e) the Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and such failure shall remain unremedied for thirty (30) 30 calendar days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (ii) written notice thereof shall have been given by Servicer, the Administrative Agent or Servicer to the Company to Originator; or, (fe) An an Event of Bankruptcy shall have occurred with respect to Originator; the Originator or AFC, or (f) AFC shall fail to make any payment to the Originator in respect of the Purchase Price required hereunder, and such failure shall remain unremedied for 30 days after notice thereof to AFC, or (g) A contribution failure any Canadian taxes shall occur with respect be required to be withheld on any benefit plans sufficient payment pursuant to give rise to a Lien under Section 302(f)SECTION 10.3.