Termination of Purchase and Sale Obligations. The obligations of HSBC TFS to sell Participation Interests in Pool RALs pursuant to Section 2.1 that are RALs described in paragraph (a) of the definition of “Principal Amount” in this Agreement and the obligations of BFC to purchase Participation Interests in such Pool RALs pursuant to Section 2.1, may be terminated: (a) by the mutual written agreement of BFC and HSBC TFS; (b) by either party, if the Second Amended and Restated RAL Operations Agreement has been terminated; (c) by HSBC TFS, if (i) there is a failure by BFC to perform or observe any material term, covenant or agreement contained in this Agreement, and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to BFC by HSBC TFS, (ii) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing the transactions contemplated by this Agreement or HSBC TFS’s performance of any of its material obligations under this Agreement, (iii) there shall be pending, or any Governmental Authority shall have notified HSBC TFS of its intention to institute, any action, suit or proceeding against HSBC TFS to restrain, enjoin, prohibit, invalidate or otherwise prevent the transactions contemplated by this Agreement or HSBC TFS’s performance of any of its material obligations under this Agreement, (iv) any Participated Pool RAL or purchase or sale of a Participation Interest in a Participated Pool RAL, or HSBC TFS’s performance of any of its material obligations under this Agreement, would be illegal, and there are no reasonable steps that HSBC TFS could take to prevent such illegality; or (v) there is a dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against BFC under any bankruptcy or insolvency law; (d) by BFC, if (i) there is a failure by HSBC TFS to perform or observe any material term, covenant or agreement contained in this Agreement and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to HSBC TFS by BFC, (ii) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing BFC’s performance of any of its 18 material obligations hereunder, (iii) there shall be pending, or any Governmental Authority shall have notified BFC of its intention to institute, any action, suit or proceeding against BFC to restrain, enjoin, prohibit, invalidate or otherwise prevent BFC’s performance of any of its material obligations hereunder, (iv) BFC’s performance of any of its material obligations hereunder would be illegal and there are no reasonable steps that BFC could take to prevent such illegality, or (v) there is a dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against HSBC TFS under any bankruptcy or insolvency law; or (e) by BFC, if as of any September 15, any representation or warranty of HSBC TFS set forth in Section 4.1 would not be true, if repeated as of such date; provided that BFC gives notice of such termination not later than the September 30 next following such September 15. HSBC TFS or BFC shall exercise a right of termination provided above by written notice to the other party. Upon such termination, all obligations of HSBC TFS to sell Participation Interests in Pool RALs pursuant to Section 2.1 that are RALs described in paragraph (a) of the definition of “Principal Amount” in this Agreement and all obligations of BFC to purchase Participation Interests in such Pool RALs pursuant to Section 2.1 shall automatically cease and BFC shall have no further obligation to purchase additional Participation Interests corresponding to such Participated Pool RALs. Termination pursuant to this Section shall not otherwise affect the rights or obligations of the parties hereto under this Agreement. Without limitation, such termination shall not affect the obligations of HSBC TFS to sell Participation Interests pursuant to Section 2.1 with respect to Pool RALs that are RALs described in paragraph (b) of the definition of “Principal Amount” in this Agreement to the extent that the Underlying RAL is itself a Participated Pool RAL with respect to which a Participation Interest was sold to BFC prior to such termination, and shall not affect the obligation of BFC to purchase a Participation Interest with respect to such Pool RAL pursuant to Section 2.1.
Appears in 1 contract
Termination of Purchase and Sale Obligations. The obligations of HSBC TFS HTMAC to sell Participation Interests in Pool RALs pursuant to Section 2.1 that are RALs described in paragraph (a) of the definition of “"Principal Amount” " in this Agreement and the obligations of BFC to purchase Participation Interests in such Pool RALs pursuant to Section 2.1, may be terminated:
(a) by the mutual written agreement of BFC and HSBC TFSHTMAC;
(b) by either party, if the Second Amended and Restated RAL Operations Agreement has been terminated;
(c) by HSBC TFSTax Masters or HTMAC, if (i) there is a failure by BFC to perform or observe any material term, covenant or agreement contained in this Agreement, and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to BFC by HSBC TFSTax Masters or HTMAC, (ii) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing the transactions contemplated by this Agreement or HSBC TFS’s Tax Masters's or HTMAC's performance of any of its their material obligations under this Agreement, (iii) there shall be pending, or any Governmental Authority shall have notified HSBC TFS Tax Masters or HTMAC of its intention to institute, any action, suit or proceeding against HSBC TFS Tax Masters or HTMAC to restrain, enjoin, prohibit, invalidate or otherwise prevent the transactions contemplated by this Agreement or HSBC TFS’s Tax Masters's or HTMAC's performance of any of its their material obligations under this Agreement, (iv) any Participated Pool RAL or purchase or sale of a Participation Interest in a Participated Pool RAL, or HSBC TFS’s Tax Masters's or HTMAC's performance of any of its their material obligations under this Agreement, would be illegal, and there are no reasonable steps that HSBC TFS Tax Masters or HTMAC could take to prevent such illegality; or (v) there is a dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against BFC under any bankruptcy or insolvency law;
(d) by BFC, if (i) there is a failure by HSBC TFS Tax Masters or HTMAC to perform or observe any material term, covenant or agreement contained in this Agreement and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to HSBC TFS Tax Masters and HTMAC by BFC, (ii) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing BFC’s 's performance of any of its 18 material obligations hereunder, (iii) there shall be pending, or any Governmental Authority shall have notified BFC of its intention to institute, any action, suit or proceeding against BFC to restrain, enjoin, prohibit, invalidate or otherwise prevent BFC’s 's performance of any of its material obligations hereunder, (iv) BFC’s 's performance of any of its material obligations hereunder would be illegal and there are no reasonable steps that BFC could take to prevent such illegality, or (v) there is a dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against HSBC TFS Tax Masters or HTMAC under any bankruptcy or insolvency law; or
(e) by BFC, if as of any September 15, any representation or warranty of HSBC TFS Tax Masters or HTMAC set forth in Section 4.1 would not be true, if repeated as of such date; provided that BFC gives notice of such termination not later than the September 30 next following such September 15. HSBC TFS Tax Masters, HTMAC or BFC shall exercise a right of termination provided above by written notice to the other party. Upon such termination, all obligations of HSBC TFS HTMAC to sell Participation Interests in Pool RALs pursuant to Section 2.1 that are RALs described in paragraph (a) of the definition of “"Principal Amount” " in this Agreement and all obligations of BFC to purchase Participation Interests in such Pool RALs pursuant to Section 2.1 shall automatically cease and BFC shall have no further obligation to purchase additional Participation Interests corresponding to such Participated Pool RALs. Termination pursuant to this Section shall not otherwise affect the rights or obligations of the parties hereto under this Agreement. Without limitation, such termination shall not affect the obligations of HSBC TFS HTMAC to sell Participation Interests pursuant to Section 2.1 with respect to Pool RALs that are RALs described in paragraph (b) of the definition of “"Principal Amount” " in this Agreement to the extent that the Underlying RAL is itself a Participated Pool RAL with respect to which a Participation Interest was sold to BFC prior to such termination, and shall not affect the obligation of BFC to purchase a Participation Interest with respect to such Pool RAL pursuant to Section 2.1.
Appears in 1 contract
Samples: Refund Anticipation Loan Participation Agreement (H&r Block Inc)
Termination of Purchase and Sale Obligations. The obligations of HSBC TFS Tax Masters to sell Participation Interests in Pool RALs pursuant to Section 2.1 that are RALs described in paragraph (a) of the definition of “"Principal Amount” " in this Agreement Agreement, and the obligations of BFC to purchase Participation Interests in such Pool RALs pursuant to Section 2.1, may be terminated:
(a) by the mutual written agreement of BFC and HSBC TFSTax Masters;
(b) by either party, if the Second Amended and Restated RAL Operations Agreement has been terminated;
(c) by HSBC TFSTax Masters, if (i) there is a failure by BFC to perform or observe any material term, covenant or agreement contained in this Agreement, and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to BFC by HSBC TFSTax Masters, (ii) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing the transactions contemplated by this Agreement or HSBC TFS’s Tax Masters' performance of any of its material obligations under this Agreement, (iii) there shall be pending, or any Governmental Authority shall have notified HSBC TFS Tax Masters of its intention to institute, any action, suit or proceeding against HSBC TFS Tax Masters to restrain, enjoin, prohibit, invalidate or otherwise prevent the transactions contemplated by this Agreement or HSBC TFS’s Tax Masters' performance of any of its material obligations under this Agreement, (iv) any Participated Pool RAL RAL, or any purchase or sale of a Participation Interest in a Participated Pool RAL, or HSBC TFS’s Tax Masters' performance of any of its material obligations under this Agreement, Agreement would be illegal, and there are no reasonable steps that HSBC TFS Tax Masters could take to prevent such illegality; or (v) there is a dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against BFC under any bankruptcy or insolvency law;
(d) by BFC, if (i) there is a failure by HSBC TFS Tax Masters to perform or observe any material term, covenant or agreement contained in this Agreement and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to HSBC TFS Tax Masters by BFC, (ii) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing BFC’s 's performance of any of its 18 material obligations hereunder, (iii) there shall be pending, or any Governmental Authority shall have notified BFC of its intention to institute, any action, suit or proceeding against BFC to restrain, enjoin, prohibit, invalidate or otherwise prevent BFC’s 's performance of any of its material obligations hereunder, (iv) BFC’s 's performance of any of its material obligations hereunder would be illegal and there are no reasonable steps that BFC could take to prevent such illegality, or (v) there is a dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against HSBC TFS Tax Masters under any bankruptcy or insolvency law; or
(e) by BFC, if as of any September 15, any representation or warranty of HSBC TFS Tax Masters set forth in Section 4.1 would not be true, if repeated as of such date; provided that BFC gives notice of such termination not later than the September 30 next following such September 15. HSBC TFS Tax Masters or BFC shall exercise a right of termination provided above by written notice to the other party. Upon such termination, all obligations of HSBC TFS Tax Masters to sell Participation Interests in Pool RALs pursuant to Section 2.1 that are RALs described in paragraph (a) of the definition of “"Principal Amount” " in this Agreement Agreement, and all obligations of BFC to purchase Participation Interests in such Pool RALs pursuant to Section 2.1 2.1, shall automatically cease and BFC shall have no further obligation to purchase additional Participation Interests corresponding to such Participated Pool RALs. Termination pursuant to this Section shall not otherwise affect the rights or obligations of the parties hereto under this Agreement. Without limitation, such termination shall not affect the obligations of HSBC TFS Tax Masters to sell Participation Interests pursuant to Section 2.1 with respect to Pool RALs that are RALs described in paragraph (b) of the definition of “"Principal Amount” " in this Agreement to the extent that the Underlying RAL is itself a Participated Pool RAL with respect to which a Participation Interest was sold to BFC prior to such termination, and shall not affect the obligation of BFC to purchase a Participation Interest with respect to such Pool RAL pursuant to Section 2.1.
Appears in 1 contract
Samples: Refund Anticipation Loan Participation Agreement (H&r Block Inc)
Termination of Purchase and Sale Obligations. The obligations of HSBC TFS to sell Participation Interests in Pool RALs pursuant to Section 2.1 that are RALs described in paragraph (a) of the definition of “Principal Amount” in this Agreement and the obligations of BFC to purchase Participation Interests in such Pool RALs pursuant to Section 2.1, may be terminated:
(a) by the mutual written agreement of BFC and HSBC TFS;
(b) by either party, if the Second Amended and Restated RAL Operations Agreement has been terminated;
(c) by HSBC TFS, if (i) there is a failure by BFC to perform or observe any material term, covenant or agreement contained in this Agreement, and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to BFC by HSBC TFS, (ii) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing the transactions contemplated by this Agreement or HSBC TFS’s performance of any of its material obligations under this Agreement, (iii) there shall be pending, or any Governmental Authority shall have notified HSBC TFS of its intention to institute, any action, suit or proceeding against HSBC TFS to restrain, enjoin, prohibit, invalidate or otherwise prevent the transactions contemplated by this Agreement or HSBC TFS’s performance of any of its material obligations under this Agreement, (iv) any Participated Pool RAL or purchase or sale of a Participation Interest in a Participated Pool RAL, or HSBC TFS’s performance of any of its material obligations under this Agreement, would be illegal, and there are no reasonable steps that HSBC TFS could take to prevent such illegality; or (v) there is a dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against BFC under any bankruptcy or insolvency law;
(d) by BFC, if (i) there is a failure by HSBC TFS to perform or observe any material term, covenant or agreement contained in this Agreement and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to HSBC TFS by BFC, (ii) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing BFC’s performance of any of its 18 material obligations hereunder, (iii) there shall be pending, or any Governmental Authority shall have notified BFC of its intention to institute, any action, suit or proceeding against BFC to restrain, enjoin, prohibit, invalidate or otherwise prevent BFC’s performance of any of its material obligations hereunder, (iv) BFC’s performance of any of its material obligations hereunder would be illegal and there are no reasonable steps that BFC could take to prevent such illegality, or (v) there is a dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against HSBC TFS under any bankruptcy or insolvency law; or
(e) by BFC, if as of any September 15, any representation or warranty of HSBC TFS set forth in Section 4.1 would not be true, if repeated as of such date; provided that BFC gives notice of such termination not later than the September 30 next following such September 15. HSBC TFS or BFC shall exercise a right of termination provided above by written notice to the other party. Upon such termination, all obligations of HSBC TFS to sell Participation Interests in Pool RALs pursuant to Section 2.1 that are RALs described in paragraph (a) of the definition of “Principal Amount” in this Agreement and all obligations of BFC to purchase Participation Interests in such Pool RALs pursuant to Section 2.1 shall automatically cease and BFC shall have no further obligation to purchase additional Participation Interests corresponding to such Participated Pool RALs. Termination pursuant to this Section shall not otherwise affect the rights or obligations of the parties hereto under this Agreement. Without limitation, such termination shall not affect the obligations of HSBC TFS to sell Participation Interests pursuant to Section 2.1 with respect to Pool RALs that are RALs described in paragraph (b) of the definition of “Principal Amount” in this Agreement to the extent that the Underlying RAL is itself a Participated Pool RAL with respect to which a Participation Interest was sold to BFC prior to such termination, and shall not affect the obligation of BFC to purchase a Participation Interest with respect to such Pool RAL pursuant to Section 2.1.
Appears in 1 contract
Samples: Refund Anticipation Loan Participation Agreement (H&r Block Inc)
Termination of Purchase and Sale Obligations. (a) The obligations of HSBC TFS Purchaser to sell Participation Interests in Pool RALs purchase Seller Mortgage Loans pursuant to Section 2.1 that are RALs described in paragraph (a) of the definition of “Principal Amount” in this Agreement Agreement, and the obligations of BFC Seller to make Seller Mortgage Loans available to Purchaser for purchase Participation Interests in such Pool RALs pursuant and to Section 2.1sell Seller Mortgage Loans to Purchaser, may be terminated:
(ai) by the mutual written agreement of BFC Seller and HSBC TFSPurchaser;
(bii) by either partyPurchaser, if the Second Amended and Restated RAL Operations Agreement has been terminated;
(c) by HSBC TFS, pursuant to Section 4.2 or if (iA) there is a failure by BFC to perform or observe any material term, covenant or agreement contained in this Agreement, and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to BFC by HSBC TFS, (ii) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing the transactions contemplated by this Agreement or HSBC TFS’s performance of any of its material obligations under this Agreement, (iii) there shall be pending, or any Governmental Authority shall have notified HSBC TFS of its intention to institute, any action, suit or proceeding against HSBC TFS to restrain, enjoin, prohibit, invalidate or otherwise prevent the transactions contemplated by this Agreement or HSBC TFS’s performance of any of its material obligations under this Agreement, (iv) any Participated Pool RAL or purchase or sale of a Participation Interest in a Participated Pool RAL, or HSBC TFS’s performance of any of its material obligations under this Agreement, would be illegal, and there are no reasonable steps that HSBC TFS could take to prevent such illegality; or (v) there is a dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against BFC under any bankruptcy or insolvency law;
(d) by BFC, if (i) there is a failure by HSBC TFS Seller to perform or observe any material term, covenant or agreement contained in this Agreement and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to HSBC TFS Seller by BFCPurchaser, (iiB) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing BFC’s Purchaser's performance of any of its 18 material obligations hereunder, (iiiC) there shall be pending, or any Governmental Authority shall have notified BFC Purchaser of its intention to institute, any action, suit or proceeding against BFC Purchaser to restrain, enjoin, prohibit, invalidate or otherwise prevent BFC’s Purchaser's performance of any of its material obligations hereunder, (iv) BFC’s performance of any of its material obligations hereunder would be illegal and there are no reasonable steps that BFC could take to prevent such illegality, or (vD) there is a dissolution, termination of or existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against HSBC TFS against, Seller under any bankruptcy or insolvency law; or, (E) the Credit Agreement, any "Loan Document" (as such term is defined in the Credit Agreement) or any "Other Transaction Document" (as such term is defined in the Credit Agreement and including this Agreement) or any material term or provision thereof shall cease to be in full force and effect, or any party thereto (other than Purchaser) shall, or shall purport to, terminate, repudiate, declare voidable or void or contest the enforceability of any term thereof or obligation thereunder, or any party thereto (other than Purchaser) shall default beyond any applicable grace or cure period in the observance or performance of any material term, provision or condition thereof, (F) a Repurchase Event occurs or exists at any time with respect to Sale Loans constituting in number greater than 5% of all Sale Loans sold by Seller to Purchaser pursuant to this Agreement, or (G) Purchaser's obligations to make "Loans" (as such term is defined in the Credit Agreement) under the Credit Agreement terminates or expires for any reason;
(eiii) by BFCSeller, if as of (A) there is a failure by Purchaser to perform or observe any September 15material term, covenant or agreement contained in this Agreement and any representation or warranty of HSBC TFS set forth in Section 4.1 would not be true, if repeated as of such date; provided that BFC gives failure shall remain unremedied for 10 days after written notice of such failure shall have been given to Purchaser by Seller, (B) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing Seller's performance of any of its material obligations hereunder; (C) there shall be pending, or any Governmental Authority shall have notified Seller of its intention to institute, any action, suit or proceeding against Seller to restrain, enjoin, prohibit, invalidate or otherwise prevent Seller's performance of any of its material obligations hereunder, or (D) there is a dissolution, termination not later than or existence, insolvency, appointment of a receiver of any part of the September 30 next following such September 15. HSBC TFS property of, or BFC 21 assignment for the benefit of creditors by, or the commencement of any proceeding by or against, Purchaser under any bankruptcy or insolvency law.
(b) Purchaser and Seller shall exercise a right of termination provided above in this Section 7.2 by written notice to the other party. Upon such termination, all the obligations of HSBC TFS to purchase and sell Participation Interests in Pool RALs Seller Mortgage Loans (including any Sale Loan with respect to which such termination occurs after the date the Purchase List pertaining to such Sale Loan was sent to Purchaser pursuant to Section 2.1 that are RALs described in paragraph (a2.2(a), but before the Closing Date with respect to such Sale Loan) of the definition of “Principal Amount” in this Agreement and all obligations of BFC to purchase Participation Interests in such Pool RALs pursuant to Section 2.1 shall automatically cease and BFC shall have no further obligation to purchase additional Participation Interests corresponding to such Participated Pool RALsimmediately cease. Termination pursuant to this Section 7.2 shall not otherwise affect the rights or obligations of the parties hereto under this Agreement. Without limitation, such termination shall not affect the obligations of HSBC TFS to sell Participation Interests pursuant to Section 2.1 with respect to Pool RALs that are RALs described in paragraph (b) of the definition of “Principal Amount” in this Agreement to the extent that the Underlying RAL is itself a Participated Pool RAL with respect to which a Participation Interest was sold to BFC prior to such termination, and shall not affect the obligation of BFC to purchase a Participation Interest with respect to such Pool RAL pursuant to Section 2.1.
Appears in 1 contract
Termination of Purchase and Sale Obligations. The obligations of HSBC TFS BNB and Tax Masters to sell Participation Interests in Pool RALs pursuant to Section 2.1 that are RALs described in paragraph (a) of the definition of “Principal Amount” "RAL" in this Agreement pursuant to Section 2.1, and the obligations of BFC to purchase Participation Interests in such Pool RALs pursuant to Section 2.1, may be terminated:
(a) by the mutual written agreement of BFC and HSBC TFSBNB and Tax Masters;
(b) by either party, if the Second Amended and Restated RAL Operations Agreement has been terminated;
(c) by HSBC TFSBNB and Tax Masters, if (i) there is a failure by BFC to perform or observe any material term, covenant or agreement contained in this Agreement, and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to BFC by HSBC TFSBNB, (ii) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing the transactions contemplated by this Agreement or HSBC TFS’s BNB's and Tax Masters' performance of any of its their material obligations under this Agreement, (iii) there shall be pending, or any Governmental Authority shall have notified HSBC TFS BNB or Tax Masters of its intention to institute, any action, suit or proceeding against HSBC TFS BNB and/or Tax Masters to restrain, enjoin, prohibit, invalidate or otherwise prevent the transactions contemplated by this Agreement or HSBC TFS’s BNB's and/or Tax Masters' performance of any of its their material obligations under this Agreement, (iv) any Participated Pool RAL RAL, or any purchase or sale of a Participation Interest in a Participated Pool RAL, or HSBC TFS’s BNB's or Tax Masters' performance of any of its their material obligations under this Agreement, Agreement would be illegalillegal (in the opinion of counsel for BNB), and there are no reasonable steps that HSBC TFS BNB and/or Tax Masters could take to prevent such illegality; or (v) there is a dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against BFC or Tax Services under any bankruptcy or insolvency law;; and
(d) by BFC, if (i) there is a failure by HSBC TFS BNB and/or Tax Masters to perform or observe any material term, covenant or agreement contained in this Agreement and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to HSBC TFS BNB by BFC, (ii) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing BFC’s 's performance of any of its 18 material obligations hereunder, (iii) there shall be pending, or any Governmental Authority shall have notified BFC of its intention to institute, any action, suit or proceeding against BFC to restrain, enjoin, prohibit, invalidate or otherwise prevent BFC’s 's performance of any of its material obligations hereunder, (iv) BFC’s 's performance of any of its material obligations hereunder would be illegal (in the opinion of counsel for BFC), and there are no reasonable steps that BFC could take to prevent such illegality, ; or (v) there is a dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against HSBC TFS BNB and/or Tax Masters under any bankruptcy or insolvency law; or.
(e) by BFC, if as of any September 15, any representation or warranty of HSBC TFS BNB and/or Tax Masters set forth in Section 4.1 would not be true, if repeated as of such date; provided that BFC gives notice of such termination not later than the September 30 next following such September 15. HSBC TFS BNB and Tax Masters or BFC shall exercise a right of termination provided above by written notice to the other party. Upon such termination, all obligations of HSBC TFS BNB and Tax Masters to sell Participation Interests in Pool RALs pursuant to Section 2.1 with respect to Participation Pool RALs that are RALs described in paragraph (a) of the definition of “Principal Amount” "RAL" in this Agreement Agreement, and all the obligations of BFC to purchase Participation Interests in such Pool RALs pursuant to Section 2.1 with respect to such Participated Pool RALs shall automatically cease and BFC shall have no further obligation to purchase additional Participation Interests corresponding to such Participated Pool RALs. Termination pursuant to this Section shall not otherwise affect the rights or obligations of the parties hereto under this Agreement. Without limitation, such termination shall not affect the obligations obligation of HSBC TFS BNB to sell Participation Interests pursuant to Section 2.1 with respect to Pool RALs that are RALs described in paragraph (b) of the definition of “Principal Amount” "RAL" in this Agreement to the extent that the Underlying RAL is itself a Participated Pool RAL with respect to which a Participation Interest was sold to BFC prior to such termination, and shall not affect the obligation of BFC to purchase a Participation Interest with respect to such Pool RAL pursuant to Section 2.1RAL.
Appears in 1 contract
Samples: Refund Anticipation Loan Participation Agreement (H&r Block Inc)
Termination of Purchase and Sale Obligations. The obligations of HSBC TFS Tax Masters to sell Participation Interests in Pool RALs pursuant to Section 2.1 that are RALs described in paragraph (a) of the definition of “"Principal Amount” " in this Agreement Agreement, and the obligations of BFC to purchase Participation Interests in such Pool RALs pursuant to Section 2.1, may be terminated:
(a) by the mutual written agreement of BFC and HSBC TFSTax Masters;
(b) by either party, if the Second Amended and Restated RAL Operations Agreement has been terminated;
(c) by HSBC TFSTax Masters, if (i) there is a failure by BFC to perform or observe any material term, covenant or agreement contained in this Agreement, and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to BFC by HSBC TFSTax Masters, (ii) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing the transactions contemplated by this Agreement or HSBC TFS’s Tax Masters' performance of any of its material obligations under this Agreement, (iii) there shall be pending, or any Governmental Authority shall have notified HSBC TFS Tax Masters of its intention to institute, any action, suit or proceeding against HSBC TFS Tax Masters to restrain, enjoin, prohibit, invalidate or otherwise prevent the transactions contemplated by this Agreement or HSBC TFS’s Tax Masters' performance of any of its material obligations under this Agreement, (iv) any Participated Pool RAL RAL, or any purchase or sale of a Participation Interest in a Participated Pool RAL, or HSBC TFS’s Tax Masters' performance of any of its material obligations under this Agreement, Agreement would be illegal, and there are no reasonable steps that HSBC TFS Tax Masters could take to prevent such illegality; or (v) there is a dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against BFC under any bankruptcy or insolvency law;
(d) by BFC, if (i) there is a failure by HSBC TFS Tax Masters to perform or observe any material term, covenant or agreement contained in this Agreement and any such failure shall remain unremedied for 10 days after written notice of such failure shall have been given to HSBC TFS Tax Masters by BFC, (ii) there is an order or decree restraining, enjoining, prohibiting, invalidating or otherwise preventing BFC’s 's performance of any of its 18 material obligations hereunder, (iii) there shall be pending, or any Governmental Authority shall have notified BFC of its intention to institute, any action, suit or proceeding against BFC to restrain, enjoin, prohibit, invalidate or otherwise prevent BFC’s 's performance of any of its material obligations hereunder, (iv) BFC’s 's performance of any of its material obligations hereunder would be illegal and there are no reasonable steps that BFC could take to prevent such illegality, or (v) there is a dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, or the commencement of any proceeding by or against HSBC TFS Tax Masters under any bankruptcy or insolvency law; or
(e) by BFC, if as of any September 15, any representation or warranty of HSBC TFS Tax Masters set forth in Section 4.1 would not be true, if repeated as of such date; provided that BFC gives notice of such termination not later than the September 30 next following such September 15. HSBC TFS Tax Masters or BFC shall exercise a right of termination provided above by written notice to the other party. Upon such termination, all obligations of HSBC TFS Tax Masters to sell Participation Interests in Pool RALs pursuant to Section 2.1 that are RALs described in paragraph (a) of the definition of “"Principal Amount” " in this Agreement Agreement, and all obligations of BFC to purchase Participation Interests in such Pool RALs pursuant to Section 2.1 2.1, shall automatically cease and BFC shall have no further obligation to purchase additional Participation Interests corresponding to such Participated Pool RALs. Termination pursuant to this Section shall not otherwise affect the rights or obligations of the parties hereto under this Agreement. Without limitation, such termination shall not affect the obligations of HSBC TFS Tax Masters to sell Participation Interests pursuant to Section 2.1 with respect to Pool RALs that are RALs described in paragraph (b) of the definition of “"Principal Amount” " in this Agreement to the extent that the Underlying RAL is itself a Participated Pool RAL with respect to which a Participation Interest was sold to BFC prior to such termination, and shall not affect the obligation of BFC to purchase a Participation Interest with respect to such Pool RAL pursuant to Section 2.1.
Appears in 1 contract
Samples: Refund Anticipation Loan Participation Agreement (H&r Block Inc)
