Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Representatives by written notice delivered to the Issuer and the Company if at any time on or before the Closing Date (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange, (b) a general moratorium on commercial banking activities in New York or Virginia shall have been declared by any of Federal, New York state or Virginia state authorities, (c) there shall have occurred any material outbreak or escalation of hostilities or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the Representatives’ reasonable judgment, impracticable to market the Notes on the terms and in the manner contemplated in the Prospectus or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Assets taken as a whole or (ii) the business or properties of the Issuer, the Company or the Seller occurs, which, in the Representatives’ reasonable judgment, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Agreement shall (except for the liability of the Issuer, the Company and the Seller under Section 9 and Section 10 of this Agreement and the liability of each Underwriter under Section 17 of this Agreement) be released and discharged from their respective obligations under this Agreement.
Termination of the Obligations of the Underwriters. (a) Any Underwriter may terminate its obligations under this Agreement by notice to the Company at any time at or prior to the Time of Delivery if the sale of the Certificates provided for herein is not consummated because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement.
(b) The obligations of the Underwriters to purchase the Publicly Offered Certificates shall be terminable by the Underwriters if at any time on or prior to the Time of Delivery: (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company or the Trust Fund which, in the judgment of the Underwriters, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Publicly Offered Certificates; (ii) any downgrading in the rating of any of the Publicly Offered Certificates by any “nationally recognized statistical rating organization” (as defined under the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any of the Publicly Offered Certificates (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Underwriters, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Publicly Offered Certificates, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange or any over-the-counter market, or any setting of minimum prices for trading on such exchange or market, or any suspension of trading of any Publicly Offered Certificates on any relevant exchange or in the over-the-counter market; (v) any general moratorium on commercial banking activities declared by any Federal or New York State authorities; (vi) any major disruption of settlements of securities or clearance services in the United States; or (vii) any attack on, outbreak ...
Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters by written notice delivered to the Seller and SC if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; (b) a general moratorium on commercial banking activities in Illinois or New York shall have been declared by any of Federal, Illinois state or New York state authorities; (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller or SC occurs, which, in the reasonable judgment of the Underwriters, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof) be released and discharged from their respective obligations under this Underwriting Agreement.
Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the related Delivery Date shall be terminable by the Underwriters if at any time on or prior to the Delivery Date (a) any of the conditions set forth in Section 6 are not satisfied when and as provided therein; (b) the Underwriters and the Depositor are unable to agree on a new Purchase Price following an event described in Section 4(k)(iv) hereof; (c) there shall have been the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to any Seller or the Depositor, or for the winding up or liquidation of the affairs of any Seller or the Depositor; or (d) there shall have been the consent by the related Seller or the Depositor to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the related Seller or the Depositor or of or relating to substantially all of the property of the related Seller or the Depositor. The termination of the Depositor’s obligations hereunder shall not terminate the Depositor’s rights hereunder or its right to exercise any remedy available to it at law or in equity. Notwithstanding anything herein contained, this Agreement shall be subject to termination in the absolute discretion of the Underwriters, by notice given to the Depositor prior to delivery of and payment for the Notes, if prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared by Federal or state authorities or (iii) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Underwriters, impracticable to market the Notes.
Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Delivery Date shall be terminable by the Underwriters by written notice delivered to the Transferor if at any time on or prior to the Delivery Date (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange or any suspension of trading of the securities of Circuit City on any exchange or in the over-the-counter market, (ii) a general moratorium on commercial banking activities in New York or Georgia shall have been declared by any of Federal, New York or Georgia authorities, (iii) there shall have occurred any material outbreak or escalation of hostilities or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in your reasonable judgment as representative of the Underwriters, impracticable to market the Notes or to settle transactions in the Notes on the terms and in the manner contemplated in the Prospectus, (iv) the rating of another Series of Notes shall have been reduced or withdrawn or (v) any change or any development involving a prospective change, materially and adversely affecting (A) the Trust Property taken as whole or (B) the business or properties of the Transferor, FNANB or Circuit City occurs, which, in your reasonable judgment as representative of the Underwriters, in the case of either (A) or (B), makes it impracticable to market the Notes on the terms and in the manner contemplated in the Prospectus.
Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes of a given Series on the related Delivery Date shall be terminable by the Underwriters if at any time on or prior to the Delivery Date (a) any of the conditions set forth in Section 6 are not satisfied when and as provided therein; (b) there shall have been the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Seller or the Depositor, or for the winding up or liquidation of the affairs of the Seller or the Depositor; (c) there shall have been the consent by the Seller or the Depositor to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Seller or the Depositor or of or relating to substantially all of the property of the Seller or the Depositor; or (d) a Termination Event (as defined below) shall have occurred. The termination of the Depositor’s obligations hereunder shall not terminate the Depositor’s rights hereunder or its right to exercise any remedy available to it at law or inequity.
Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Certificates on the Closing Date shall be terminable by the Underwriters by written notice delivered to the Transferor if at any time on or prior to the Closing Date (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange or any suspension of trading of the securities of Profxxxx'x xx any exchange or in the over-the-counter market, (ii) a general moratorium on commercial banking activities in New York or Mississippi shall have been declared by any of Federal, New York or Mississippi authorities, (iii) there shall have occurred any material outbreak or escalation of hostilities or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in your reasonable judgement, as representative of the Underwriters, impracticable to market the Certificates on the terms and in the manner contemplated in the Prospectus, (iv) any change or any development involving a prospective change, materially and adversely affecting (A) the Trust Property taken as whole or (B) the business or properties of the Transferor or Profxxxx'x xxxurs, which, in your reasonable judgment as representative of the Underwriters, in the case of either (A) or (B), makes it impracticable to market the Certificates on the terms and in the manner contemplated in the Prospectus.
Termination of the Obligations of the Underwriters. (a) Any Underwriter may terminate its obligations under this Agreement by notice to the Depositor at any time at or prior to the Specified Delivery Date if the sale of the Certificates provided for herein is not consummated because of any failure or refusal on the part of the Depositor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Depositor shall be unable to perform its obligations under this Agreement.
(b) The obligations of the Underwriters to purchase the Certificates on the Specified Delivery Date shall be terminable by Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated (xxx, xoxxxx xxth respect to any Underwriter's obligation to purchase its respective allotment of the Certificates as specified in Schedule I, by such Underwriter) if at any time on or prior to the Specified Delivery Date (i) any change, or any development or event involving a prospective change in the condition (financial or other), business, properties or results of operations of the Depositor or the Trust which, in the judgment of a majority in interest of the Underwriters (based on Underwriting obligations) including Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated ix xxxxrxxx xxx adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Certificates; (ii) any downgrading in the rating of any of the Certificates by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the 1933 Act), or any public announcement that any such organization has under surveillance or review its rating of any of the Certificates (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Underwriters including Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated, xx xxxexx xx xrejudice materially the success of the proposed issue, sale or distribution of the Certificates, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange or any setting of mi...
Termination of the Obligations of the Underwriters. The obligations -------------------------------------------------- of the Underwriters to purchase the Notes or the Certificates on the Closing Date shall be terminable by the Underwriters by written notice delivered to the Company if at any time on or prior to the Closing Date (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National market shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange of the securities of Circuit City Stores, Inc. or any suspension of trading of the securities of Circuit City Stores, Inc. on any exchange or in the over-the- counter market, (ii) a general moratorium on commercial banking activities shall have been declared by any applicable Federal or State authorities, (iii) there shall have occurred any material outbreak or escalation of hostilities or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Representative, as representative of the Underwriters, impracticable to market the Notes or the Certificates on the terms and in the manner contemplated in the Prospectus, (iv) any public announcement that any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act) has under surveillance or review its rating of the debt securities of any of Circuit City Stores, Inc., the Company or the Servicer (other than an announcement with positive implications of a possible upgrading and no implication of a possible downgrading or such rating), or (v) any change or any development involving a prospective change, materially and adversely affecting (A) the Owner Trust Estate or the Collateral taken as whole or (B) the business or properties of Circuit City Stores, Inc. the Company or Carmax occurs, which, in the reasonable judgment of the Representative, as representative of the Underwriters, in the case of either (A) or (B), makes it impracticable to market the Notes or the Certificates on the terms and in the manner contemplated in the Prospectus. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party.
Termination of the Obligations of the Underwriters. The obligations --------------------------------------------------- of the Underwriters to purchase the Certificates on the Closing Date shall be terminable by the Underwriters by written notice delivered to the Transferor if at any time on or prior to the Closing Date (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange of the securities of Xxxxxxxx'x or any suspension of trading of the securities of Xxxxxxxx'x on any exchange or in the over-the-counter market, (ii) a general moratorium on commercial banking activities in New York, Alabama, Illinois or Mississippi shall have been declared by any of Federal, New York, Alabama, Illinois or Mississippi authorities, (iii) there shall have occurred any material outbreak or escalation of hostilities or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in your reasonable judgement, as representative of the Underwriters, impracticable to market the Certificates on the terms and in the manner contemplated in the Prospectus, (iv) any change or any development involving a prospective change, materially and adversely affecting (A) the Trust Property taken as whole or (B) the business or properties of the Transferor or Xxxxxxxx'x occurs, which, in your reasonable judgment as representative of the Underwriters, in the case of either (A) or (B), makes it impracticable to market the Certificates on the terms and in the manner contemplated in the Prospectus.
