Removal of Originators Sample Clauses

Removal of Originators. Any Originator may terminate its obligation to sell, assign and contribute Receivables to Buyer hereunder so long as each of the following conditions is satisfied: (a) Buyer and the Administrative Agent, shall have received prior written notice from such Originator (a “Terminating Originator”) specifying the effective date for such termination which shall not be sooner than fifteen (15) days after Buyer and the Administrative Agent receives such notice; (b) immediately after giving effect to such termination, no Borrowing Base Deficit shall exist (and the Servicer shall have delivered a pro forma Information Package reflecting the removal of such Terminating Originator and setting forth the calculations evidencing satisfaction of this condition precedent); (c) both immediately before and after giving effect to such termination, no Sale and Contribution Termination Event, Event of Default or Unmatured Event of Default shall have occurred and be continuing or shall reasonably be expected occur and such Terminating Originator shall be deemed to have represented and warranted as to such on and as of the Terminating Originator Effective Date (such representation and warranty to survive such Terminating Originator’s termination as a party hereto); (d) each Obligor of any Receivables originated by such Terminating Originator on or after the Terminating Originator Effective Date shall have been notified to remit payments to an account other than a Collection Account; provided that, to the extent any such Obligor incorrectly remits payments into a Collection Account, the Administrative Agent shall remit such payment as directed by the Servicer; (i) such Terminating Originator may repurchase any existing Pool Receivables originated by such Terminating Originator if (A) such Terminating Originator is an Immaterial Originator and (B) such repurchase is pursuant to an agreement acceptable to the Administrative Agent and (ii) any Pool Receivables not repurchased by such Terminating Originator pursuant to subclause (i) of this clause (e) of this Section 8.3 shall remain with the Borrower (such remaining Pool Receivables, the “Surviving Receivables”); (f) such Terminating Originator is not obligated to perform any transitional services with respect to any Surviving Receivables. Related Rights or any Transaction Document; and (g) unless the Administrative Agent has consented otherwise in writing, the Parent or any Subsidiary thereof has entered into definitive agreements t...

Removal of Originators. Any Originator hereunder may be removed from this Agreement with the prior written consent of the Company, the Administrative Agent and each Purchaser, in each case in its sole discretion; provided that (i) the following conditions are satisfied on or before the date of such removal: (a) the Servicer shall have given the Company, the Administrative Agent and each Purchaser at least thirty days’ prior written notice of such proposed removal and the identity of such Originator and shall have provided such other information with respect to such Originator as the Administrative Agent or any Purchaser may reasonably request; (b) such proposed removed Originator has executed and delivered to the Company, each other Originator, the Administrative Agent and each Purchaser an amendment to this Agreement effecting the removal of such Originator in form and substance acceptable to the Administrative Agent and each Purchaser; and (c) no Termination Event or Incipient Termination Event shall have occurred and be continuing immediately after giving effect to the removal of such Originator. After giving effect to the removal of any Originator, such removed Originator shall no longer be party to this Agreement or any other Transaction Document and shall no longer have any obligations or rights thereunder (other than such obligations which by their express terms survive termination of this Agreement or such other Transaction Document).

Removal of Originators. Any Originator hereunder may be removed from this Agreement with the prior written consent of the Company, the Administrator, the LC Bank and each Purchaser Agent; provided that (i) the following conditions are satisfied on or before the date of such removal: (a) the Servicer shall have given the Company, the Administrator, the LC Bank and each Purchaser Agent at least thirty days’ prior written notice of such proposed removal and the identity of such Originator and shall have provided such other information with respect to such Originator as the Administrator or any Purchaser Agent may reasonably request; (b) such proposed removed Originator has executed and delivered to the Company, each other Originator, the Administrator, the LC Bank and each Purchaser Agent an amendment to this Agreement effecting the removal of such Originator in form and substance acceptable to the Administrator, the LC Bank and each Purchaser Agent which shall include, among other things, a statement by each Originator certifying that its representations and warranties contained in Article V, as from time to time amended in accordance with the terms hereof, are true and correct on and as of such day, with the same effect as though made on and as of such day (except for representations and warranties which apply to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);

Removal of Originators. In recognition of the adoption of the Plan and Xxxxxxxx’x assumption of the Merger Parties’ rights and obligations under the Purchase and Contribution Agreement, the parties to the Purchase and Contribution Agreement hereby release the Merger Parties from all of their rights, obligations and liabilities under the Purchase and Contribution Agreement and acknowledge that, as of the Merger Effective Date, the Merger Parties are no longer Originators party to the Purchase and Contribution Agreement.