Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day: (i) any Incipient Termination Event or Termination Event; (ii) any Adverse Claim made or asserted against any of the Seller Collateral of which it becomes aware; (iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral or on the assignments and Liens granted by the Seller pursuant to this Agreement; (iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million or more; (v) the commencement of a case or proceeding by or against the Seller seeking a decree or order in respect of the Seller (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller or for any substantial part of its assets, or (C) ordering the winding-up or liquidation of the affairs of the Seller; (vi) the receipt of notice that (A) the Seller is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller’s business is to be, or may be, suspended or revoked, or (C) the Seller is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may have a Material Adverse Effect; or (vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Receivables Purchase and Servicing Agreement (Synnex Information Technologies Inc), Receivables Purchase and Servicing Agreement (Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Borrower Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this the Funding Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 500,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor seeking a decree or order in respect of the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-up or liquidation of the affairs of the SellerBorrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor;
(vi) the receipt of notice that (A) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect;
(vii) the commencement of litigation against the Parent or any Subsidiary of the Parent alleging infringement or interference with any intellectual property of another Person; or
(viiviii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Receivables Funding Agreement (Alpine Group Inc /De/), Receivables Funding Agreement (Superior Telecom Inc)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower
(a) 2 proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Borrower Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this the Funding Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor seeking a decree or order in respect of the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of the SellerBorrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor;
(vi) the receipt of notice that (A) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Receivables Funding and Administration Agreement (Td Synnex Corp), Receivables Funding and Administration Agreement (Td Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Servicer has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Servicer proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Collateral Transferred Receivables of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral Transferred Receivables or on the assignments and Liens granted by the Seller Originators pursuant to this the Sale Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with the Dollar Equivalent of an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor seeking a decree or order in respect of Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of Buyer, the SellerParent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor;
(vi) the receipt of notice that (A) Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of Buyer, the Parent, the Annex 7.05-2 Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Buyer, the Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) : any Incipient Termination Event or Termination Event;
(ii) ; any Adverse Claim made or asserted against any of the Seller Borrower Collateral of which it becomes aware;
(iii) ; the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this the Funding Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million or more;
(v) ; the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Seller Borrower, the Parent, the Servicer, any Originator or any other Subsidiary of the Parent (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Borrower, the Parent, the Servicer, any Originator or any other Subsidiary of the Parent or for any substantial part of its respective assets, or (C) ordering the winding-up or liquidation of the affairs of the Seller;
(vi) Borrower, the Parent, the Servicer, any Originator or any other Subsidiary of the Parent; the receipt of notice that (A) the Seller Borrower, the Parent, the Servicer, any Originator or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer or any Originator is to be, or may be, suspended or revoked, or (C) the Seller Borrower, the Parent, the Servicer or any Originator is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) the commencement of litigation against the Parent or any Originator alleging infringement or interference with any intellectual property of another Person; or any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding Agreement (Ak Steel Holding Corp)
Default Notices. As soon as practicable, and in any event within five one Business Days after an Authorized Officer of the Seller Parent or any of its Subsidiaries has actual knowledge of Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Parent or its respective Subsidiary proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Originator Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Originator Collateral or on the assignments and Liens granted by the Seller Parent and each of its Subsidiaries pursuant to this Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i4.02(i)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 100,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Parent or any of its Subsidiaries seeking a decree or order in respect of the Seller Parent or any of its Subsidiaries (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Parent or any of its Subsidiaries or for any substantial part of its assets, or (C) ordering the winding-up or liquidation of the affairs of the SellerParent or any of its Subsidiaries;
(vi) the receipt of notice that (A) the Seller Parent or any of its Subsidiaries is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Parent or any of its Subsidiaries is to be, or may be, suspended or revoked, or (C) the Seller Parent or any of its Subsidiaries is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Sale and Contribution Agreement (Wabash National Corp /De)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Borrower Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this the Funding Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor seeking a decree or order in respect of the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of the SellerBorrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor;
(vi) the receipt of notice that (A) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Servicer has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Servicer proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Collateral Transferred Receivables of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral Transferred Receivables or on the assignments and Liens granted by the Seller Originators pursuant to this the Sale Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor seeking a decree or order in respect of Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of Buyer, the SellerParent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor;
(vi) the receipt of notice that (A) Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of Buyer, the Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Buyer, the Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Td Synnex Corp)
Default Notices. As soon as practicable, and in any event within five (5) Business Days after an Authorized Officer of the Seller has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral or on the assignments and Liens granted by the Seller pursuant to this Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million or more;
(v) the commencement of a case or proceeding by or against the Seller seeking a decree or order in respect of the Seller (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller or for any substantial part of its assets, or (C) ordering the winding-up or liquidation of the affairs of the Seller;
(viv) the receipt of notice that (A) the Seller is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller’s 's business is to be, or may be, suspended or revoked, or (C) the Seller is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may have a Material Adverse Effect; or
(viivi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (Advancepcs)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Parent or the Originator has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, any Originator, the Seller Parent or other Domestic Subsidiaries proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim in excess of $10,000 made or asserted against any of the Seller Collateral Transferred Receivables of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral or on the assignments and Liens granted by the Seller pursuant to this Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million or more;
(v) the commencement of a case or proceeding by or against any member of the Seller Parent Group seeking a decree or order in respect of the Seller such Person (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller such Person or for any substantial part of its assets, or (C) ordering the winding-up or liquidation of the affairs of the Sellersuch Person;
(viiv) the receipt of notice that (A) any member of the Seller Parent Group is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller’s such Person's business is to be, or may be, suspended or revoked, or (C) any member of the Seller Parent Group is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may have a Material Adverse Effect; or;
(viiv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Sale and Contribution Agreement (Consolidated Freightways Corp)
Default Notices. As soon as practicable, and in any event within five (5) Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereofthereof or has received notice of the same from the Servicer pursuant to Section 2.1(o) of the Servicing Agreement, telephonic or telecopied emailed notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral or on the assignments and Liens granted by the Seller pursuant to this Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million or more;
(v) the commencement of a case or proceeding by or against the Seller Originator, the Borrower, the Parent, the Servicer or any Seller, seeking a decree or order in respect of the Originator, the Borrower, the Parent, the Servicer or any Seller (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Originator, the Borrower, the Parent, the Servicer or any Seller or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of the Borrower, the Parent, the Servicer, any Seller;
(viiii) the receipt of notice that (A) the Originator, the Borrower, the Parent, the Servicer or any Seller is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer or any Seller is to be, or may be, suspended or revoked, or (C) the Originator, the Borrower, the Parent, the Servicer or any Seller is to cease and desist any practice, procedure or policy employed by it in the conduct of its business business, in the case of each of clauses (A), (B) and (C) above, if any such cessation may action would reasonably be expected to have a Material Adverse Effect; or;
(viiiv) the occurrence of any event that would have a material adverse effect on the aggregate value of the Borrower Collateral or on the assignments and security interest created pursuant to the Receivables Sale Agreement or the Sale Agreement;
(v) any other event, circumstance or condition that has had or could would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit and Security Agreement (Alpha Natural Resources, Inc.)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Servicer has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Servicer proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Collateral Transferred Receivables of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral Transferred Receivables or on the assignments and Liens granted by the Seller Originators pursuant to this Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer this Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor seeking a decree or order in respect of Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of Buyer, the SellerParent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor;
(vi) the receipt of notice that (A) Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of Buyer, the Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Sale and Servicing Agreement (Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;; 727159853 10435078 Annex 5.02(a) - 2
(ii) any Adverse Claim made or asserted against any of the Seller Borrower Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this the Funding Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor seeking a decree or order in respect of the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of the SellerBorrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor;
(vi) the receipt of notice that (A) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Servicer has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Servicer proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Collateral Transferred Receivables of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral Transferred Receivables or on the assignments and Liens granted by the Seller Originators pursuant to this the Sale Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor seeking a decree or order in respect of Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of Buyer, the SellerParent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor;
(vi) the receipt of notice that (A) Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of Buyer, the Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Buyer, the Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; oror 727160102 10435078 Annex 7.05-2
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Synnex Corp)
Default Notices. As soon as practicable, and in any event within five one Business Days Day after an Authorized Officer of the Seller has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the applicable Seller Party proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral or on the assignments and Liens granted by the Seller pursuant to this Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million or more;
(v) the commencement of a case or proceeding by or against the any Seller Party seeking a decree or order in respect of the such Seller Party (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the any Seller Party or for any substantial part of its assets, or (C) ordering the winding-up or liquidation of the affairs of the Sellerany Seller Party;
(viv) the receipt of notice that (A) the any Seller Party is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of any Seller Party is to be, or may be, suspended or revoked, or (C) the any Seller Party is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may have a Material Adverse Effect; or
(viivi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (Wabash National Corp /De)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Servicer has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Servicer proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Collateral Transferred Receivables of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral Transferred Receivables or on the assignments and Liens granted by the Seller Originators pursuant to this the Sale Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor seeking a decree or order in respect of Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of Buyer, the SellerParent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor;
(vi) the receipt of notice that (A) Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of Buyer, the Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Buyer, the Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; oror 745039911 21696099 Annex 7.05-2
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Sale and Servicing Agreement (Td Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Borrower Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this the Funding Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 500,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer, any Originator or any other Subsidiary of Holdings seeking a decree or order in respect of the Seller Borrower, the Parent, the Servicer, any Originator or any other Subsidiary of Holdings (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Borrower, the Parent, the Servicer, any Originator or any other Subsidiary of Holdings or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of the SellerBorrower, the Parent, the Servicer, any Originator or any other Subsidiary of Holdings;
(vi) the receipt of notice that (A) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of Holdings is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer or any Originator is to be, or may be, suspended or revoked, or (C) the Seller Borrower, the Parent, the Servicer, any Originator or any other Subsidiary of Holdings is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Vertis Inc)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral or on the assignments and Liens granted by the Seller pursuant to this Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million or more;
(v) the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer or any Seller, seeking a decree or order in respect of the Borrower, the Parent, the Servicer or any Seller (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Borrower, the Parent, the Servicer or any Seller or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of the Borrower, the Parent, the Servicer, any Seller;
(viiii) the receipt of notice that (A) the Borrower, the Parent, the Servicer or any Seller is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer or Seller is to be, or may be, suspended or revoked, or (C) the Borrower, the Parent, the Servicer or any Seller is to cease and desist any practice, procedure or policy employed by it in the conduct of its business business, in the case of each of clauses (A), (B) and (C) above, if any such cessation may action could reasonably be expected to have a Material Adverse Effect; or
(viiiv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit and Security Agreement (Sungard Data Systems Inc)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with with
(a) 2 744861979 10435078 respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Borrower Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this the Funding Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor seeking a decree or order in respect of the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of the SellerBorrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor;
(vi) the receipt of notice that (A) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Td Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Trigger Event;
(ii) any Adverse Claim made or asserted against any of the Seller Borrower Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this the Funding Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 500,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer, the Member, any Originator, any other Subsidiary of the Servicer or any Originator or any Obligor seeking a decree or order in respect of the Seller Borrower, the Parent, the Servicer, the Member, any Originator, any other Subsidiary of the Servicer or any Originator or any Obligor (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Borrower, the Parent, the Servicer, the Member any Originator, any other Subsidiary of the Servicer or any Originator or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of the SellerBorrower, the Parent, the Servicer, the Member, any Originator, any other Subsidiary of the Servicer or any Originator or any Obligor;
(vi) the receipt of notice that (A) the Seller Borrower, the Parent, the Servicer, the Member, any Originator, any other Subsidiary of the Servicer or any Originator or any Obligor is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer, the Member, any Originator, any other Subsidiary of the Servicer or any Originator or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Borrower, the Parent, the Servicer, the Member, any Originator, any other Subsidiary of the Servicer or any Originator or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Rexnord Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Borrower Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this the Funding Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor seeking a decree or order in respect of the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of the SellerBorrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor;
(vi) the receipt of notice that (A) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Td Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Executive Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller any Credit Party proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Default or Event of Default;
(ii) any Incipient Termination Event or Termination EventEvent (as such terms are defined in the Receivables Funding Agreement or Annex X thereto);
(iiiii) any Adverse Claim in excess of $10,000 made or asserted against any of the Collateral of which it becomes aware;
(iv) any Adverse Claim made or asserted against any of the Seller Borrower Collateral (as such term is defined in the Receivables Funding Agreement or Annex X thereto) of which it becomes aware;
(iiiv) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral (as such term is defined in the Receivables Funding Agreement or Annex X thereto) or on the assignments and Liens granted by the Seller Receivables Subsidiary pursuant to this the Receivables Funding Agreement;
(ivvi) the occurrence of any event of the type described in Sections 4.02(h)(i), clauses (iif)(iii) or (iiif)(iv) of either Transfer Annex 4.02(h) of the Receivables Sale and Contribution Agreement involving any Obligor (as such term is defined in the Receivables Funding Agreement or Annex X thereto) obligated under Transferred Receivables (as such term is defined in the Receivables Funding Agreement or Annex X thereto) with an aggregate Outstanding Balance (as such term is defined in the Receivables Funding Agreement or Annex X thereto) at such time of $1 million 1,000,000 or more;
(v) the commencement of a case or proceeding by or against the Seller seeking a decree or order in respect of the Seller (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller or for any substantial part of its assets, or (C) ordering the winding-up or liquidation of the affairs of the Seller;
(vivii) the receipt of notice by Borrower or any of its Subsidiaries that (A) the Seller Borrower or any of its Subsidiaries is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller’s Borrower's or any of its Subsidiary's business is to be, or may be, suspended or revoked, or (C) the Seller Borrower or any of its Subsidiaries is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may have a Material Adverse Effect; or
(viiviii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Borrower Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this the Funding Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor seeking a decree or order in respect of the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of the SellerBorrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor;
(vi) the receipt of notice that (A) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
(a) 3
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Td Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect Material Adverse Effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this the Funding Agreement;
(iviii) the occurrence of any event of the type described in Sections 4.02(h)(i), ) and (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 1,000,000 or more;; or
(viv) the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer, the Member, any Originator or the Ultimate Parent or such Person seeking a decree or order in respect of the Seller such Person (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller such Person or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of such Person;
(v) promptly following any request by the SellerAdministrative Agent therefor, furnish to the Administrative Agent copies of any documents or notices described in Sections 101(k) or 101(l) of ERISA that any Transaction Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the Transaction Parties or their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of an applicable Multiemployer Plan, then the Borrower shall cause the Transaction Parties and/or their ERISA Affiliates to promptly make a request for such documents or notices from the administrator or sponsor of such Multiemployer Plan and Borrower shall provide copies of such document and notices promptly after receipt thereof;
(vi) promptly give notice to the receipt Administrative Agent (who shall deliver to each Lender) upon a Responsible Officer obtaining knowledge of notice the occurrence of any Reportable Event that, alone or together with any other Reportable Events that have occurred, would reasonably be expected to result in a Material Adverse Effect, and in addition to such notice, deliver to the Administrative Agent and each Lender whichever of the following may be applicable: (A) a certificate of the Seller is being placed under regulatory supervisionResponsible Officer setting forth details as to such Reportable Event and the action that the Transaction Parties or ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice of such Reportable Event that may be required to be filed with the PBGC, or (B) any license, permit, charter, registration or approval necessary for notice delivered by the conduct of the Seller’s business is to be, or may be, suspended or revoked, or (C) the Seller is to cease and desist any practice, procedure or policy employed by it PBGC in the conduct of its business if connection with such cessation may have a Material Adverse EffectReportable Event; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Cumulus Media Inc)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Servicer has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Servicer proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Collateral Transferred Receivables of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral Transferred Receivables or on the assignments and Liens granted by the Seller Originators pursuant to this the Sale Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor seeking a decree or order in respect of Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of Buyer, the SellerParent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor;
(vi) the receipt of notice that (A) Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of Buyer, the Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Buyer, the Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its Exhibit 9.05(b)-2 business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Td Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Borrower Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either the Transfer Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 50,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Borrower seeking a decree or order in respect of the Seller Borrower (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Borrower or for any substantial part of its assets, or (C) ordering the winding-up or liquidation of the affairs of the SellerBorrower;
(vi) the receipt of notice that (A) the Seller Borrower is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller’s Borrower's business is to be, or may be, suspended or revoked, or (C) the Seller Borrower is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Servicer has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Servicer proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Collateral Transferred Receivables of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral Transferred Receivables or on the assignments and Liens granted by the Seller Originators pursuant to this the Sale Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor seeking a decree or order in respect of Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of Buyer, the SellerParent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor;
(vi) the receipt of notice that (A) Buyer, the Seller Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of Buyer, the Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Buyer, the Parent, the Servicer, any Originator, any other Subsidiary of the Servicer or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
or Annex 7.05-2 (vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Td Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(a) 2
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Borrower Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this the Funding Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor seeking a decree or order in respect of the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of the SellerBorrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor;
(vi) the receipt of notice that (A) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Td Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days after an Authorized Officer of the Seller Borrower has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller Borrower proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Borrower Collateral of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Borrower Collateral or on the assignments and Liens granted by the Seller Borrower pursuant to this the Funding Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either Transfer the Sale Agreement involving any Obligor obligated under Transferred Receivables with the Dollar Equivalent of an aggregate Outstanding Balance at such time of $1 million 2,000,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor seeking a decree or order in respect of the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of the SellerBorrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor;
(vi) the receipt of notice that (A) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Seller’s business of the Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Borrower, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct Annex 5.02(a) - 3 of its business if such cessation may could reasonably be expected to have a Material Adverse Effect; or
(vii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Synnex Corp)
Default Notices. As soon as practicable, and in any event within five Business Days Promptly after an Authorized Officer of the Seller has actual knowledge of the existence thereof, telephonic or telecopied notice of each of the following events, in each case specifying the nature and anticipated effect thereof and what action, if any, the Seller proposes to take with respect thereto, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day:
(i) any Incipient Termination Event or Termination Event;
(ii) any Adverse Claim made or asserted against any of the Seller Collateral Assets of which it becomes aware;
(iii) the occurrence of any event that would have a material adverse effect on the aggregate value of the Seller Collateral Assets or on the assignments and Liens granted by the Seller security interest created pursuant to this the Purchase Agreement;
(iv) the occurrence of any event of the type described in Sections 4.02(h)(i), (ii) or (iii) of either the Transfer Agreement involving any Obligor obligated under Transferred Receivables with an aggregate Outstanding Balance at such time of $1 million 500,000 or more;
(v) the commencement of a case or proceeding by or against the Seller Seller, the Servicer, any Transferor, BMPI, the Parent any Originator, any other Subsidiary of the Parent or any Obligor seeking a decree or order in respect of the Seller Seller, the Servicer, the any Transferor, BMPI, the Parent any Originator, any other Subsidiary of the Parent or any Obligor (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Seller Seller, the Servicer, any Transferor, the Parent, BMPI, any Originator, any other Subsidiary of the Parent or any Obligor or for any substantial part of its respective assets, or (C) ordering the winding-winding up or liquidation of the affairs of the Seller, the Servicer, any Transferor, the Parent, BMPI, any Originator, any other Subsidiary of the Parent or any Obligor;
(vi) the receipt of notice that (A) the Seller Seller, any Transferor, BMPI, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is being placed under regulatory supervisionsupervision (other than in the ordinary course of business), (B) any license, permit, charter, registration or approval necessary for the conduct of the business of the Seller’s business , any Transferor, BMPI, the Parent, the Servicer, any Originator, any other Subsidiary of the Parent or any Obligor is to be, or may be, suspended or revoked, or (C) the Seller Seller, any Transferor, the Servicer, BMPI, the Parent, any Originator, any other Subsidiary of the Parent or any Obligor is to cease and desist any practice, procedure or policy employed by it in the conduct of its business if such cessation may could reasonably be expected to have a Material Adverse Effect;
(vii) the commencement of litigation against any Transferor, the Parent, any Originator or any other Subsidiary of the Parent alleging infringement or interference with any intellectual property of another Person which would reasonably be expected to be determined adversely and, if determined adversely, would be reasonably be expected to have a Material Adverse Effect; or
(viiviii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Univision Holdings, Inc.)