Termination of Certain Sellers Sample Clauses

Termination of Certain Sellers. In accordance with Section 2.8(g) hereof, as amended by Amendment No. 1 to the Pooling Agreement, and the procedure set forth in Section 10.1 hereof, the Trustee acknowledges that as of the 1997 Seller Termination Date (as defined herein), Gai's Seattle French Baking Company, Lxxxxxxxxx Baking Co. of Seattle, Inc. and TBP, Inc. (formerly, The Bagel Place, Inc.) (the "1997 Terminated Sellers") will be terminated as Sellers pursuant to Section 9.14 of the Amended and Restated Receivables Sale Agreement (as amended by Amendment No. 3 thereto) and as Servicers under the Servicing Agreement. Upon the 1997 Seller Termination Date and simultaneously with the payment to the Trustee of the Purchase Price (as defined below), the Trustee agrees to sell, assign and convey to the Company (without recourse, representation or warranty) all right, title and interest of the Trust in the Receivables originated by the 1997 Terminated Sellers and other Trust Assets related to such Receivables originated by each 1997 Terminated Seller, and all proceeds thereof. Upon receipt of the Purchase Price, the Trustee shall deposit such funds in the Collection Account and shall treat them as Collections for all purposes hereunder. The Trustee shall also (i) notify the Seafirst Bank and Wxxxx Fargo Bank, the lockbox banks, of the termination of the Lockbox Accounts (Seafirst Bank - Account No. 60000000, and Wxxxx Fargo Bank - Account No. 4518073499), (ii) execute a Master Bxxx of Sale and Assignment for the Receivables of each 1997 Terminated Seller and (iii) sign and deliver to the Company for filing the necessary UCC financing statements releasing the liens against the 1997 Terminated Sellers. In accordance with Section 2.8(g) hereof, the Company shall be permitted to assign and convey such Receivables, and other Trust Assets and proceeds related to such Receivables to (A) United States Bakery and/or (B) any affiliate of United States Bakery, in exchange for the Purchase Price. For purposes of this section the "Purchase Price" means with respect to each 1997 Terminated Seller an amount of immediately available funds equal to the product of (x) the then aggregate outstanding Principal Amount of Receivables of such Seller (which is understood to be net of Charge-Offs) multiplied by (y) the most recent Discounted Percentage with respect to the Receivables of such 1997 Terminated Seller as determined in accordance with Schedule 3 of the Receivables Sale Agreement (the "Purchase Price"). (b...
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Termination of Certain Sellers. In accordance with Section 2.8(g) hereof, and the procedure set forth in Section 10.1 hereof, the Trustee acknowledges that as of the SFSB Termination Date (as defined herein), San Francisco Sourdough Bakeries, Inc. (the "SFSB Terminated Seller") will be terminated as a Seller pursuant to Section 9.14(b) of the Receivables Sale Agreement and as a Servicer under the Servicing Agreement. On the SFSB Termination Date, the Trustee shall (i) notify Wxxxx Fargo, the lockbox bank, of the termination of the Lockbox Account with Wxxxx Fargo - Account no. 4518073366, which account relates to Receivables generated solely by the SFSB Terminated Seller, and (ii) sign and deliver to the Company for filing the necessary UCC financing statements releasing the liens of the Trustee against the SFSB Terminated Seller and any of its properties."
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Termination of Certain Sellers. The Company, pursuant to Section 9.14(b) of the Receivables Sale Agreement and Section 9.4(b) of the Pooling Agreement, hereby terminates as of the SFSB Termination Date, all obligations of San Francisco Sourdough Bakeries, Inc. (the "SFSB Terminated Sellers") under the Receivables Sale Agreement.
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Termination of Certain Sellers. The Company, pursuant to Section 9.14(b) and Amendment No. 3 to SFC Master Trust Pooling Agreement ("Amendment No. 3"), hereby terminates as of the 1997 Seller Termination Date and simultaneously with the payment of the Purchase Price (as both terms are defined in Amendment No. 3) to the Trustee, all obligations of Gai's Seattle French Baking Company, a Washington corporation, Lxxxxxxxxx Baking Co. of Seattle, Inc., a Washington corporation, and TBP, Inc., a California corporation (together, the "1997 Terminated Sellers"), under the Receivables Sale Agreement. 4.
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Termination of Certain Sellers. The Company, pursuant to Section 9.14(b) of the Receivables Sales Agreement, Amendment No. 4 to the Pooling Agreement, dated as of the date hereof ("Amendment No. 4 to the Pooling Agreement"), and Section 9.4(b) of the Pooling Agreement, hereby terminates as of the Stella Termination Date upon the payment of the Purchase Price (as both terms are defined in Amendment No. 4 to the Pooling Agreement) to the Trustee, all obligations of the entities listed in Exhibit 1 hereto (together, the "Stella Terminated Sellers") under the Receivables Sale Agreement.
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Termination of Certain Sellers. As of the date hereof, each of Golden Oak Mortgage, L.P., ScFinance LP and WRT Financial Limited Partnership shall no longer be a Seller under the Repurchase Agreement. The Buyer hereby releases each of Golden Oak Mortgage, L.P., ScFinance LP and WRT Financial Limited Partnership from all of its obligations under the Existing Repurchase Agreement other than those obligations which by their terms otherwise survive the termination of the Repurchase Agreement which shall continue to bind Golden Oak Mortgage, L.P., ScFinance LP and WRT Financial Limited Partnership. All references to “Seller” under the Repurchase Agreement shall be deemed to exclude Golden Oak Mortgage, L.P., ScFinance LP and WRT Financial Limited Partnership.
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Related to Termination of Certain Sellers

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Termination of Certain Contracts Purchaser shall have received evidence reasonably acceptable to Purchaser that the Contracts set forth on Schedule 10.3(e)(ix) involving any of the Target Companies and/or Sellers or other Related Persons shall have been terminated with no further obligation or Liability of the Target Companies thereunder.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Termination of Certain Covenants The covenants set forth in this Section 2 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none of the Registrable Securities are outstanding.

  • Termination of Certain Provisions 46 SECTION 7.14.

  • Notification of Certain Matters The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

  • Exclusion of Certain Damages IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, EACH OTHER MEMBER OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING EXCLUSION SHALL NOT APPLY IN RESPECT OF ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH (A) ANY BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS WITH RESPECT TO IP AGREEMENT INFORMATION, (B) ANY BREACH BY VAREX OR ANY MEMBER OF ITS GROUP OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO ACCELERATOR TECHNOLOGY, (C) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF OR BY A PARTY, OR (D) ANY CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IX.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

  • Cancellation of Certain Shares Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").

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