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"):
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. If Buyer defaults in its obligation to proceed to Closing in accordance with this Agreement or if any condition set forth in Section 5(b) is not satisfied as a result of a breach by Buyer, and Seller elects not to proceed to Closing, Seller shall have the right to terminate this Agreement, in which event, Seller’s sole and exclusive right and remedy of Seller at law and equity, as full and complete liquidated damages, for any such default shall be to require that the Deposit, together with all interest thereon, be paid to Seller. THE PARTIES HAVE AGREED THAT, IN THE EVENT OF A DEFAULT BY BUYER AS SPECIFIED ABOVE, SELLER’S ACTUAL DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE. THE PARTIES HAVE AGREED, AFTER NEGOTIATION AND CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THAT THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT AND FURTHER, THAT SUCH DEPOSIT SHALL BE SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT SOLELY ON THE PART OF BUYER. ACCORDINGLY, IF THE SALE IS NOT CONSUMMATED AS A RESULT OF A DEFAULT BY BUYER HEREUNDER, THEN THE DEPOSIT SHALL PROMPTLY BE PAID BY THE TITLE COMPANY TO SELLER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTWITHSTANDING THE FOREGOING, NOTHING SET FORTH ABOVE SHALL LIMIT SELLER’S RIGHTS TO SEPARATELY PURSUE ENFORCEMENT OF ANY OF BUYER’S INDEMNITIES SET FORTH HEREIN AND THE AFOREMENTIONED LIQUIDATED DAMAGES AMOUNT SHALL NOT INCLUDE ANY COSTS THAT MAY BE PAYABLE TO SELLER PURSUANT TO THE PROVISIONS OF SECTION 35. Seller’s Initials /S/ RK Buyer’s Initials /s/ BDW
Seller's Termination Rights. This Agreement may be terminated by Seller by giving written notice to Purchaser and the Escrow Agent if:
