Participant's Participation Sample Clauses

Participant's Participation. WITHOUT RECOURSE TO ANY SELLER, OR REPRESENTATION OR WARRANTY BY ANY SELLER EXCEPT AS SPECIFICALLY SET FORTH HEREIN, each Seller hereby sells, assigns, transfers and delivers to Participant and Participant hereby unconditionally and irrevocably agrees to purchase, accept and assume from each Seller, a continuing 100% participation interest in and to all of each Seller's right, title and interest in the Seller's Tranche B Loans together with its rights and obligations under the Loan Documents relating thereto, which include the following: (i) a percentage share determined as set forth below (the "Participant's Share") in all of each Seller's right, title and interest in and to the Loan Documents and the Collateral; PROVIDED THAT (A) THE PARTICIPANT SHALL HAVE NO RIGHT TO ANY LETTER OF CREDIT FEES, COMMITMENT FEES, ANY OTHER FEES, ANY EXPENSE REIMBURSEMENT OR INDEMNIFICATION PAYMENTS MADE UNDER THE TERMS OF THE LOAN DOCUMENTS (except, with respect to expense reimbursement and indemnity payments, as specifically set forth in Section 7(c)) AND (B) THE PARTICIPANT SHALL NOT BE OBLIGATED TO PARTICIPATE IN LETTERS OF CREDIT UNDER THE Credit Agreement; and (ii) subject to the terms and conditions of this Agreement, all amounts of principal and interest received by each Seller on account of and to be applied to the Tranche B Loans in accordance with the Credit Agreement and the Intercreditor Agreement, whether from a Borrower, from the sale or other disposition of the Collateral, from others who are now or may in the future become obligated to the Agent or any Seller with respect to some or all of the amount owing on the Tranche B Loans (hereinafter collectively with the Borrowers referred to as the "Obligated Parties"), or from any other source, including, without limitation, any net recovery from
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Participant's Participation. Participant will take an active role in the Program, including but not limited to, participation in stakeholder groups and advisory groups, testing, and implementation.
Sample 1
Participant's Participation. Participant agrees that it will match funds provided by the County pursuant to this Agreement on at least a dollar-for-dollar basis with funds committed from the private sector. To the extent the initial funds deposited by each party are recouped and re-committed to the Program, Participant is permitted to utilize its re-committed funds as its match requirement.
Sample 1

Related to Participant's Participation

  • Participants The Lender and its participants, if any, are not partners or joint venturers, and the Lender shall not have any liability or responsibility for any obligation, act or omission of any of its participants. All rights and powers specifically conferred upon the Lender may be transferred or delegated to any of the Lender's participants, successors or assigns.

  • 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.

  • Right of Participation At any time within the 12 months subsequent to the Closing, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to its investment amount but not more than 25% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business 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 the 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) Business 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. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires 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) Business Day after the Purchaser has received 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 from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, 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. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing.

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