Termination of Agreement; Optional Repurchase Sample Clauses

Termination of Agreement; Optional Repurchase. (a) This Agreement and the respective obligations and responsibilities of the Sponsor, the [Master Administrator], the [Master Servicer], the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as hereinafter set forth) shall terminate on the date (the "Trust Termination Date") which is the earlier to occur of: (i) the day after the day on which the Certificateholders are paid in full; and (ii) December 31, 20__. (b) Upon at least 15 days' written notice to the Trustee (and to Investor Certificateholders) prior to a Distribution Date, provided the Investor Certificate Principal Balance on such Distribution Date is 10% or less of the Initial Principal Amount, the [Master Administrator] may, but is not required to, purchase as of the last day of the preceding Due Period all, but not less than all, outstanding Auto Loans at a price equal to the aggregate Principal Balances of all Auto Loans on the next preceding Distribution Date plus accrued and unpaid interest thereon at the sum of the weighted average APR through the last day of such preceding Due Period. Such price shall be deposited to the Collection Account in immediately available funds by 10:00 a.m., New York City time, on the relevant Distribution Date and the Trustee shall release (or cause its custodian to release) the Auto Loans and, if at such time the [Master Administrator] does not have possession of the Loan Files, the Loan Files to the [Master Administrator], whereupon the Investor Certificates shall no longer evidence any right or interest in the Auto Loans or the Loan Files, the Assignments, or any Insurance Policies or any proceeds of the foregoing. Upon the request of the [Master Administrator], the Trustee shall perform such other acts as reasonably requested by the [Master Administrator] and otherwise cooperate with the [Master Administrator] in connection with the transfer of the Transferred Assets pursuant to this Section 11.01(b) including, but not limited to, the execution of any Title Document to the extent necessary to effectuate the termination of such Auto Loan and the disposition of the related Automobile. (c) If by the Expected Final Payment Date, the Investor Certificate Principal Balance (after giving effect to any distributions to be made on such date) is greater than zero, the Trustee on behalf of the Trust, or the [Master Administrator] on behalf of the Trustee, will use its best efforts to sell, dispose...
Sample 1
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Termination of Agreement; Optional Repurchase. 86 SECTION 11.02. Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88 SECTION 11.03. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88 SECTION 11.04. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 SECTION 11.05. Notices and Reports to be Delivered to the Rating Agency . . . . . . . . . 91 SECTION 11.06. Merger and Integration . . . . . . . . . . . . . . . . . . . . . . . . . . 91 SECTION 11.07. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 SECTION 11.08. Certificates Nonassessable and Fully Paid . . . . . . . . . . . . . . . . . 92 SECTION 11.09.
Sample 1
Termination of Agreement; Optional Repurchase. 86 SECTION 11.02. Beneficiaries.................................... 88 SECTION 11.03. Amendment........................................ 88 SECTION 11.04. Notices.......................................... 89 SECTION 11.05. Notices and Reports to be Delivered to the Rating Agency................................ 91 SECTION 11.06. Merger and Integration........................... 91 SECTION 11.07. Headings......................................... 91 SECTION 11.08. Certificates Nonassessable and Fully Paid............................................. 92 SECTION 11.09.
Sample 1

Related to Termination of Agreement; Optional Repurchase

  • Optional Repurchase (a) So long as the Transferor is the Servicer or an Affiliate of the Servicer, on any day occurring on or after the date on which the Invested Amount is reduced to 5% or less of the Initial Invested Amount, such Transferor shall have the option to purchase the Series 2024-3 Certificateholders’ Interest, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. If, on the date on which the Transferor exercises such option, the long-term unsecured debt obligations of such Transferor purchasing the Series 2024-3 Certificateholders’ Interest is not rated at least in the third highest rating category by the Rating Agency, such Transferor shall deliver to the Trustee, with a copy to the Rating Agency, an Officer’s Certificate of such Transferor which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that the exercise of such optional repurchase would not constitute a fraudulent conveyance of such Transferor. (b) The Transferor shall give the Servicer and the Trustee at least 30 days prior written notice of the date on which the Transferor intends to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day the Transferor shall deposit the Reassignment Amount into the Collection Account in immediately available funds. Such purchase option is subject to payment in full of the Reassignment Amount. Following the deposit of the Reassignment Amount into the Collection Amount in accordance with the foregoing, the Invested Amount for Series 2024-3 shall be reduced to zero and the Series 2024-3 Certificateholders shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in subsection 8.01(b).

  • Early Termination of Agreement This agreement may be terminated at any time upon a thirty (30) day written notice from either party, and without fault or claim for damages by either party.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of Option (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates: (i) The Expiration Date; (ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and (iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”). (b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates: (i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and (iii) The date of the Optionee’s death or the Disability Determination Date, as applicable. (c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position. (d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.

  • Early Termination of Option The Option, to the extent not previously exercised, and all other rights in respect thereof, whether vested and exercisable or not, shall terminate and become null and void prior to the Expiration Date in the event of: • the termination of the Participant’s employment or services as provided in Section 5.6 of the Plan, or • the termination of the Option pursuant to Section 7.3 of the Plan.

  • Termination of Agreement for Cause 5.1.1. If A/E breaches any of the covenants or conditions of this AGREEMENT, COUNTY shall have the right to terminate this AGREEMENT upon ten (10) days written notice prior to the effective day of termination. 5.1.2. A/E shall have the opportunity to cure the alleged breach prior to termination. 5.1.3. In the event the alleged breach is not cured by A/E prior to termination, all work performed by A/E pursuant to this AGREEMENT, which work has been reduced to plans or other documents, shall be made available to COUNTY.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.

  • Termination of the Option The Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or (c) a Change in Control to the extent provided in Section 8.

  • Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.

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