Nature of Participation Sample Clauses

Nature of Participation. Except as is expressly provided in this Agreement, the Participation Interest shall not impose any obligations or liabilities on Participant with respect to the Loans and Participant shall not be liable for or obligated to pay (and Participant’s Share shall not be reduced by) any funding obligations of the Company or any costs or expenses incurred in connection with the ownership, servicing, management or administration of the Loans.
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Nature of Participation. B Participant shall participate with A Participant in the ownership, disbursement, debt service and payment of the Loans, in the Loan Documents, in the Collateral and in the proceeds thereof, including, without limitation, in the acquired Collateral listed on Exhibit A-1, with each Lender having its respective interest therein. The interests of the Lenders shall, subject to Sections 3, 4, 7 and 8 hereof, be of equal priority. A Participant shall have an undivided ownership interest in the Loans, in the Loan Documents, in the Collateral for the Loans and in the proceeds thereof, including, without limitation, in the acquired Collateral listed on Exhibit A-1, which shall at any time be equal to the A Participation. A Participant hereby acknowledges that A Participant is participating in the ownership of the Loans and that A Participant and B Participant are not investing in a common business enterprise with each other. Except for the original Notes (and with respect to a Loan for which a participation certificate rather than a Note has been issued, any original participation certificates) which will be held by a custodian as set forth in Section 2C, all of the Loan Documents and Mortgage Files shall be delivered to B Participant (or any subservicer), and B Participant shall hold all of the Loan Documents as custodian for the Lenders.
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Nature of Participation. Participants are required to participate in the process of developing their career through post- secondary education. This may include upgrading and gaining additional qualifications if required in order to apply for or continue in their program. It is up to the participant to be proactive and to enter this agreement with the intent to succeed and continue the training plan to its agreed upon conclusion. This also includes regularly communicating with IHT staff about their learning process, especially when there may be additional but unanticipated benefits and set-backs to their development.
Sample 1
Nature of Participation. You will be interviewed about your experiences as an employer/manager who employs a person (or people) with an evident physical or sensory impairment. Your interview will take no longer than one hour at a location of your choice and employing technology that is both available and accessible to you. We will be using secure, virtual conferencing technology to conduct interviews. Interviews will investigate your employment experiences and may address the following topics: • How do employers conceptualize their own offices and workshops? • What types of disabilities/impairments can your organization more easily accommodate? • What types of policies and procedures are in place to hire and retain disabled employees? Are they working? How might they be improved? • Have you received any government funding to hire a worker with a disability (e.g. funding to install special equipment or to pay part of their salary)? • Do you have any stories about a disabled employee(s) who work(s) for you? (previous to being hired, or since being on the job)? Other questions and topics may come up during the interview, with a focus on your unique experiences and perspective as an employer.
Sample 1
Nature of Participation. 3.1 An Option shall not form part of any Optionholder's entitlement to remuneration, benefits or entitlements pursuant to his contract of employment with any Group Company. Moreover, the existence of a contract of employment between any person and any present or past Group Company shall not give such person any right to have an Option granted to him in respect of any number of Shares either subject to any condition or at all. 3.2 Except as otherwise provided for in this Rule 3, the rights and obligations of any Optionholder under the terms of his office or employment with the Company or any other present or past Group Company shall not be affected by his participation in this Plan. In particular, no benefits under this Plan shall be pensionable. 3.3 An Optionholder shall have no rights to seek equitable relief or to receive compensation or damages for any loss or potential loss which the Optionholder may suffer in connection with any Options or any rights or entitlements under the Plan which loss or potential loss arises in consequence of the loss or termination of his office or employment with any Group Company for any reason whatsoever and however that termination may be occasioned (including where the Optionholder is an executive director or employee, without limitation, wrongful, unfair or otherwise unlawful termination).
Sample 1
Nature of Participation. Such Participation Interest (i) is not dealt in or traded on a securities exchange or in a securities market, (ii) with respect to U.S. Purchased Assets, does not by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is not Investment Property, (iv) is not held in a Securities Account and (v) does not constitute a Security or a Financial Asset. The related Participation Certificate is an Instrument. For purposes of this Paragraph (13), capitalized terms undefined in this Agreement have the meaning given to such term in the UCC.
Sample 1
Nature of Participation. The participant shall purchase on the date hereof from BankBoston, N.A. a participating interest in $653,846 of the Revolving Credit Loans funded by BankBoston, N.A. The Participant shall purchase on date hereof A. Such participating interests so purchased shall at all times be in respect of the fully funded portion of the Revolving Credit Loans and except as specifically set forth herein, the Participant's interest in the Revolving Credit Loans shall remain fully funded until such time as all other Revolving Credit Loans and the Term Loans have been irrevocably repaid in full.
Sample 1
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Nature of Participation. Upon the occurrence of the Closing pursuant to Section 2 below, Seller hereby sells and transfers to DLJ the Participation. The Participation conveyed hereunder is a true sale of an undivided 100% beneficial interest in the Note and the Agreements and, in accordance with the terms hereof, there shall exist an agency relationship between Seller, as agent, and DLJ, as beneficiary.
Sample 1

Related to Nature of Participation

  • Purchase of Participations Immediately upon issuance of any Letter of Credit in accordance with Section 2.3(d), each Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation equal to such Lender’s Pro Rata Share of the face amount of such Letter of Credit in connection with the issuance or acceptance of such Letter of Credit (including all obligations of the Borrower with respect thereto, and any security therefor or guaranty pertaining thereto).

  • Conditions of Participation An employee must be on payroll with the County during the entire calendar year to be eligible for incentive rewards.

  • Termination of Participation If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right, in its sole discretion, to cease further benefit accruals hereunder.

  • L/C Participations (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

  • Right of Participation (a) In addition, for a period commencing on the Closing Date and terminating on the twelve (12) month anniversary of the Closing Date, the Company agrees not to participate in any offer or sale of equity or debt securities (a “Subsequent Financing”) without offering to the Purchasers the opportunity to purchase up to a minimum of 35% of the securities offered in such Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after such Purchaser’s receipt of the Pre-Notice, that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) cover, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.10 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.10 plus the aggregate subscription amounts of investors that acquire Preferred Shares for Exchange Securities that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.10.

  • Joint Participation The parties hereto participated jointly in the negotiation and preparation of this Release, and each party has had the opportunity to obtain the advice of legal counsel and to review and comment upon the Release. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Release shall be construed as if the parties jointly prepared this Release, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.

  • Voluntary Participation The Grantee’s participation in the Plan is voluntary. The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

  • Public Participation 79. This Consent Decree shall be lodged with the Court for a period of not less than 30 Days for public notice and comment in accordance with 28 C.F.R. ' 50.

  • Repayment of Participations (i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender. (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

  • Company Participation Subject to Section B.5, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

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