Nonrecourse Participation Sample Clauses

Nonrecourse Participation. The Participations will be acquired by the Participant without recourse to the Seller and for the Participant’s own account and risk. The Seller makes no representation or warranty as to, and shall have no responsibility for: (i) the due authorization, execution or delivery of the Credit Documents by the Obligors or any other Person; (ii) the value, legality, genuineness, validity, sufficiency, enforceability or collectability of the Credit Documents; (iii) any representation or warranty made by, or the accuracy, completeness, currentness or sufficiency of any information (or the validity, completeness or adequate disclosure of assumptions underlying any estimates, forecasts or projections contained in such information) provided (directly or indirectly through the Seller) by, any Obligor or any other Person; (iv) the performance or observance by any Obligor or any other Person (at any time, whether prior to or after the Effective Date) of any of the provisions of the Credit Documents (or of any Obligor’s or such other Person’s other obligations in connection therewith); (v) the financial condition of any Obligor or any other Person; (vi) the filing, recording or taking of any other action with respect to the Credit Documents or (vii) (except as otherwise expressly provided herein) any other matter relating to any Obligor or any other Person, any Credit Agreement or any other Credit Document.
Sample 1
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Nonrecourse Participation. Notwithstanding anything herein to the contrary, the Participant agrees that it will look solely to the applicable HEL Borrower and applicable HEL Asset for payment of sums due under each HEL Document and that the Bank shall not be personally liable for such payments; provided, however, that the Bank shall indemnify the Participant against, and reimburse the Participant upon demand for, any loss, liability, claim or expense (including, without limitation, reasonable fees and disbursements of counsel) incurred by the Participant as a result of (a) the Bank's gross negligence or willful misconduct with respect to any aspect of the Participation, (b) any representation or warranty made or deemed to be made by the Bank to the Participant under this Agreement being materially false as of the date made or deemed made, as the case may be, or (c) the Bank's failure to perform its obligations under Section 2.04 and Section 2.05.
Sample 1
Nonrecourse Participation. The Participation is hereby acquired by OPIC without recourse to the Insured and for OPIC’s own account and risk. The Insured represents that the Participation is authorized under the Indenture and the Insurance Trust Agreement, but makes no representation or warranty as to, and shall have no responsibility for, (i) the due authorization, execution or delivery of the Transaction Documents by the Foreign Enterprise or any other Person; (ii) the value, legality, genuineness, validity, sufficiency, enforceability or collectability of any Note, any Transaction Document, the Insurance Trust Property, or any collateral or other support for the Notes (including any Deposit Account, if applicable); (iii) any representation or warranty made by the Foreign Enterprise or any other Person; (iv) the performance or observance by the Foreign Enterprise or any other Person (at any time, whether prior to or after the Effective Date) of any of the provisions of the Transaction Documents (or any of the Trust’s, the Foreign Enterprise’s or such other Person’s other obligations in connection therewith); or (v) any other matter relating to the Foreign Enterprise or any other Person, the Notes, any Deposit Account, if applicable, or the Transaction Documents.
Sample 1

Related to Nonrecourse Participation

  • BREAK IN SERVICE - PARTICIPATION The Break in Service rule described in Section 2.03(B) of the Plan: (Choose (a) or (b)) [X] (a) Does not apply to the Employer's Plan. [ ] (b) Applies to the Employer's Plan.

  • Lenders’ Participation in Letters of Credit Immediately upon the issuance by the Issuing Lender of any Letter of Credit each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Commitment Percentage of the liability of the Issuing Lender with respect to such Letter of Credit and each Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Issuing Lender to pay and discharge when due, such Lender’s Commitment Percentage of the Issuing Lender’s liability under such Letter of Credit. In addition, upon the making of each payment by a Lender to the Agent for the account of the Issuing Lender in respect of any Letter of Credit pursuant to Section 2.3(j), such Lender shall, automatically and without any further action on the part of the Agent, the Issuing Lender or such Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to the Issuing Lender by the Borrower in respect of such Letter of Credit and (ii) a participation in a percentage equal to such Lender’s Commitment Percentage in any interest or other amounts payable by the Borrower in respect of such Reimbursement Obligation (other than the Fees payable to the Issuing Lender pursuant to Section 3.6(b)(ii)).

  • Tax Contest Participation Unless waived by the parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to request to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment (or any payment under Section 6) to the Controlling Party under this Agreement. The failure of the Controlling Party to provide any notice specified in this Section 10.02(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

  • 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.

  • Sub-participation A Lender may sub-participate all or any part of its rights and/or obligations under the Security Documents at its own expense without the consent of, consultation with or notice to, the Borrowers.

  • No Equity Participation No document relating to the Mortgage Loan provides for any contingent or additional interest in the form of participation in the cash flow of the Mortgaged Property or a sharing in the appreciation of the value of the Mortgaged Property. The indebtedness evidenced by the Mortgage Note is not convertible to an ownership interest in the Mortgaged Property or the Mortgagor and Seller has not financed nor does it own directly or indirectly, any equity of any form in the Mortgaged Property or the Mortgagor.

  • General Partner Participation The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of any Asset shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.

  • Lenders’ participation (a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

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