Seller's Termination Rights. Upon the termination of the Trust pursuant to Section 12.01 and the surrender of the Seller's Certificates, the Trustee shall sell, assign and convey to the Seller or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, all Collateral Security with respect thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof, except for amounts held by the Trustee pursuant to Section 12.02(b), and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the Receivables Purchase Agreement. The Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Seller to vest in the Seller or its designee all right, title and interest which the Trust had in all such property.
Seller's Termination Rights. Upon the termination of the Trust pursuant to Section 12.01 and the surrender of the Sellers’ Certificate, the Trustee shall sell, assign and convey to the Sellers or their designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof, except for amounts held by the Trustee pursuant to Section 12.02(b). The Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Sellers to vest in the Sellers or their designee all right, title and interest which the Trust had in the Receivables.
Seller's Termination Rights. Upon the termination of the --------------------------- Trust pursuant to Section 12.1 of the Agreement and the surrender of the ------------ Exchangeable Seller Certificate, the Trustee shall return to the Holder of the Exchangeable Seller Certificate (without recourse, representation or warranty) all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, all monies due or to become due with respect thereto and all proceeds thereof and Recoveries and the Interchange allocable to the Trust pursuant to subsections 2.5(k) and (l) except for amounts held by the ------------------ --- Trustee pursuant to subsection 12.3(b) of the Agreement. The Trustee shall ------------------ execute and deliver such instruments of transfer and assignment, on behalf of the Trust, in each case without recourse, as shall be reasonably requested by the Holder of the Exchangeable Seller Certificate to vest in the Holder of the Exchangeable Seller Certificate all right, title and interest which the Trust had in the Receivables. [End of Article XII]
Seller's Termination Rights. Upon the termination of the Trust pursuant to SECTIONS 9.1 and 9.3(b) above and the surrender of the Sellers' Certificate, the Subordinated Certificate and all Investor Certificates of all outstanding Series, the Trustee shall transfer to the Sellers' Representative for the benefit of the Holder of the Sellers' Certificate (without recourse, representation or warranty) all right, title and interest of the Trust in the Purchased Receivables, whether then existing or thereafter created, all monies due or to become due with respect thereto and all proceeds thereof except for amounts held by the Trustee pursuant to SECTION 9.3(b) above. The Trustee shall execute and deliver such instruments of transfer and assignment, on behalf of the Trust, in each case without recourse, as shall be reasonably requested by the Sellers to vest in the Sellers all right, title and interest which the Trust had in the Purchased Receivables.
Seller's Termination Rights. Upon the termination of the Sellers’ obligations and responsibilities with respect to the Trust pursuant to Section 12.01 and the surrender, if applicable, of any certificated Seller Certificate, the Trustee shall distribute to each Holder of the Seller Certificate such Holder’s pro rata share of any Receivables and Interchange and cash remaining in the Trust in respect of the Seller Interest. Such distribution will be made without recourse, representation or warranty except for the warranty that since the date of transfer by any Seller under this Agreement, the Trustee has not sold, transferred or encumbered any such Receivables, Interchange or interests in either. Such distribution shall transfer all right, title and interest of the Trust in the Receivables and Interchange, whether then existing or thereafter created, and all proceeds of either except, if applicable, for amounts held by the Trustee pursuant to Section 12.02(b). The Trustee shall execute and deliver such instruments of transfer and assignment including, without limitation, any document necessary to release the Trust’s security interest in such Receivables and Interchange and to release any filing evidencing or perfecting such security interest, in each case without recourse, as shall be reasonably requested by the Holder of the Seller Certificate to vest in the Holder of the Seller Certificate all right, title and interest which the Trust had in such Receivables and Interchange.
Seller's Termination Rights. 21.1.1 Any of the following will be considered a material breach of the Buyer's obligations under this Agreement ("Material Breach"):
(1) The Buyer or any other party will commence any case, proceeding or other action with respect to the Buyer in any jurisdiction relating to bankruptcy, insolvency, reorganization or relief from debtors or seeking a reorganization, arrangement, winding-up, liquidation, dissolution or other relief with respect to its debts and such case, proceeding or action remains undismissed or unstayed for more than ninety (90) consecutive days.
(2) An action is commenced seeking the appointment of a receiver, trustee, custodian or other similar official for the Buyer for all or substantially all of its assets and such action remains undismissed or unstayed for more than ninety (90) consecutive days, or the Buyer makes a general assignment for the benefit of its creditors.
(3) An action is commenced against the Buyer seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets and such action remains undismissed or unstayed for more than ninety (90) consecutive days.
(4) The Buyer generally admits in writing that it is unable to pay its debts as they come due.
(5) There is a voluntary liquidation, winding up or analogous event with respect to the Buyer.
(6) The Buyer is in default on its obligation to make any Predelivery Payment pursuant to Subclause 6.2 of this Agreement and ***.
(7) The Buyer defaults on any payment obligation relating to any Aircraft and such default is not cured within the applicable grace periods, with respect to ***.
(8) The Buyer is in default for more than thirty (30) consecutive days in its obligation to take delivery of an Aircraft as provided in Subclause 9.3 of this Agreement, subject to the provisions of Subclause 22.3.4.
21.1.2 In the event of any Material Breach by the Buyer, the Seller will at its option by written notice to the Buyer have the right to resort to any remedy provided herein or under applicable law, including, without limitation, the right by written notice, effective immediately, to (i) suspend its performance with respect to undelivered Aircraft under the Agreement, (ii) reschedule the delivery dates for Aircraft or for other goods and services to be provided with respect to undelivered Aircraft, (iii) terminate this Agreement with respect to any or all undelivered Aircraft, and to any or all services, data and othe...
Seller's Termination Rights. Upon the termination of the Trust pursuant to Section 12.01 and the surrender of the Seller Certificate, if applicable, and any Supplemental Certificate, the Trustee shall sell, assign and convey to the Seller or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof, except for amounts held by the Trustee pursuant to Section 12.02(b). The Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Seller to vest in the Seller or its designee all right, title and interest which the Trust had in the Receivables and such other related assets.
Seller's Termination Rights. (i) THIS AGREEMENT MAY BE TERMINATED BY SELLER IF (I) ANY OF THE CONDITIONS PRECEDENT TO THE SELLER’S OBLIGATIONS SET FORTH IN SECTION 5(b) HEREOF HAVE NOT BEEN SATISFIED OR WAIVED BY THE SELLER ON OR PRIOR TO THE CLOSING DATE OR (II) THERE IS A MATERIAL BREACH OR MATERIAL DEFAULT BY BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
(ii) IN THE EVENT THIS AGREEMENT IS TERMINATED PURSUANT TO SUBSECTION 15(a)(i), THIS AGREEMENT SHALL BE NULL AND VOID AND OF NO FURTHER FORCE OR EFFECT AND NEITHER PARTY SHALL HAVE ANY RIGHTS OR OBLIGATIONS AGAINST OR TO THE OTHER EXCEPT (I) FOR THOSE PROVISIONS HEREOF WHICH BY THEIR TERMS EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT AND (II) AS SET FORTH IN SUBSECTION 15(a)(iii) HEREOF.
(iii) IN THE EVENT SELLER TERMINATES THIS AGREEMENT AS A RESULT OF A MATERIAL BREACH OR MATERIAL DEFAULT BY BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT AFTER THE INSPECTION PERIOD, ESCROW AGENT SHALL IMMEDIATELY DISBURSE THE DEPOSIT TO SELLER, AND UPON SUCH DISBURSEMENT SELLER AND BUYER SHALL HAVE NO FURTHER OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT THOSE WHICH EXPRESSLY SURVIVE SUCH TERMINATION. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICAL AND/OR EXTREMELY DIFFICULT TO FIX OR ESTABLISH THE ACTUAL DAMAGE SUSTAINED BY SELLER AS A RESULT OF SUCH DEFAULT BY BUYER, AND AGREE THAT THE DEPOSIT IS A REASONABLE APPROXIMATION THEREOF. ACCORDINGLY, IN THE EVENT THAT SELLER TERMINATES THIS AGREEMENT IN ACCORDANCE WITH SECTION 15(a)(i) AFTER THE EXPIRATION OF THE INSPECTION PERIOD, THE DEPOSIT SHALL CONSTITUTE AND BE DEEMED TO BE THE AGREED AND LIQUIDATED DAMAGES OF SELLER, AND SHALL BE PAID BY ESCROW AGENT TO SELLER AS SELLER’S SOLE AND EXCLUSIVE REMEDY HEREUNDER; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT LIMIT BUYER’S OBLIGATION TO PAY TO SELLER ALL REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER TO ENFORCE THE PROVISIONS OF THIS SECTION 15(a) OR BUYER’S INDEMNITY OBLIGATIONS OWED TO SELLER PURSUANT TO THIS AGREEMENT WHICH SURVIVE A TERMINATION OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES ON ACCOUNT OF BUYER’S DEFAULT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS A...
Seller's Termination Rights. 95 Section 12.04. Defeasance................................................. 95 Section 12.05. Optional Purchase.......................................... 97
Seller's Termination Rights. Upon the termination of the Trust pursuant to Section 12.01 and the surrender of the Seller Certificates, the Trustee shall sell, assign and convey to the Holders of the Seller Certificates or their designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof, except for amounts held by the Trustee pursuant to subsection 12.02