Purchase of Participation. (a) You will, on or before A.M. (New York City time) on [specify date], pay to us, at our office at , , (the “Payment Office”), as the purchase price for your Participation in the Loan(s) outstanding on the date hereof, an amount equal to the Purchased Interest (as defined in Section 1(b) below) of the aggregate principal amount of such Loans in [Currency] and in same day funds [plus accrued interest and fees to the Effective Date]. We will, promptly upon our receipt of this purchase price from you, send you a participation certificate, in substantially the form of Exhibit A, confirming and evidencing your Participation in the Loan(s) outstanding on the date hereof. * Exclude the Loans which are not to be covered by the Participation Agreement.
(b) For purposes of this Agreement, “Purchased Interest” means at any time a fraction, expressed as a percentage, obtained by dividing (i) the Participation Amount (reduced by payments of principal to which you are entitled pursuant to this Participation Agreement and by the amount of such Participation Amount repurchased pursuant to the final sentence of this Section 1(b)) by (ii) the aggregate principal amount of the Loans which are or may in the future be held by us at such time. As of the date hereof, the Purchased Interest is %. You acknowledge that as a result of assignments made by or to us pursuant to Section 9.07 of the Credit Agreement, your Purchased Interest is subject to change from time to time. Furthermore, you agree that we have the right, but not the obligation, in our sole discretion and at any time (upon two Business Days’ notice to you), to repurchase at par all or any portion of your Participation Amount then outstanding.
Purchase of Participation. (a) The respective participation shares of the Lenders under this Participation Agreement shall be as follows:
Purchase of Participation. (a) In consideration of Grantor’s sale, grant, conveyance and transfer to Participant of the Participation, Participant covenants and agrees to pay to Grantor, on the date hereof, by wire transfer of immediately available funds to an account designated by Grantor, the Purchase Price (as defined in the Stock Purchase Agreement). The Purchase Price shall be paid in United States dollars. For the avoidance of doubt, Participant hereby purchases, assumes and shall be responsible for the obligations and liabilities of Grantor relating to the Participation resulting from facts, events or circumstances arising or occurring on or after the date hereof, other than in respect of the Unfunded Commitments (as hereinafter defined). Participant shall not be responsible for any obligations or liabilities of Grantor that (i) result from facts, events or circumstances arising or occurring prior to the date hereof, (ii) result from Grantor’s breach of its representations, warranties, covenants, or agreements under this Agreement or the Credit Agreements (except to the extent any such breach results from a breach by Participant of its obligations hereunder), (iii) result from Grantor’s bad faith, gross negligence, or willful misconduct or (iv) are attributable to Grantor’s actions or obligations in any capacity other than as a Lender under the Credit Agreements. For purposes of this Agreement, “Unfunded Commitments” shall mean any unused Commitment (as defined in the applicable Credit Agreement) under each of the Credit Agreements on the date hereof as set forth on Schedule 1.
Purchase of Participation. Immediately upon issuance by the Issuing Bank of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation in such Letter of Credit, equal to such Lender's Commitment Percentage of the face amount thereof (including, without limitation, all obligations of the Borrowers with respect thereto, other than certain amounts owing solely to the Issuing Bank under Section. 4.2(d), and any security therefor or guaranty pertaining thereto).
Purchase of Participation. Immediately upon issuance of any Letter of Credit in accordance with this Section 2.2, each Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation in the credit support or enhancement provided through the Schedule 1, Pg. 35 42 Agent to the Issuer in connection with the issuance of such Letter of Credit, equal to such Lender's Pro-Rata Share of the face amount of such Letter of Credit (including, without limitation, all obligations of Borrower with respect thereto, and any security therefor or guaranty pertaining thereto).
Purchase of Participation. (a) At the Closing, you will pay to us, at our account #00000-00000 at Bank of America, San Francisco, California (ABA#121-000-358), as the purchase price for your Participation in our Note or Notes, an amount equal to the Participation Amount in United States dollars and in same day available funds. We will, promptly upon our receipt of this purchase price from you, send you a participation certificate at your address below, in substantially the form of Exhibit A, confirming and evidencing your Participation.
(b) For purposes of this Participation Agreement, "PURCHASED INTEREST" means the pro rata fractional interest, expressed as a percentage, of: (i) the actual amount paid by you to us under Section 1(a) above as the purchase price for your Participation, divided by (ii) the Aggregate Note Amount.
Purchase of Participation. Purchaser has remitted to Seller, through Borrower, funds equivalent to the principal amount of this participation.
Purchase of Participation. (a) You will, on or before A.M. (New York City time) on [specify date], pay to us, at our office at , , (the “Payment Office”), as the purchase price for your Participation in the Loan(s) outstanding on the date hereof, an amount equal to the Purchased Interest (as defined in Section 1(b) below) of the aggregate principal amount of such Loans and in same day funds [plus accrued interest and fees to the Effective Date]. We will, promptly upon our receipt of this purchase price from you, send you a participation certificate, in substantially the form of Exhibit A, confirming and evidencing your Participation in the Loan(s) outstanding on the date hereof.
(b) For purposes of this Agreement, “Purchased Interest” means at any time a fraction, expressed as a percentage, obtained by dividing (i) the Participation Amount (reduced by payments of principal to which you are entitled pursuant to this Participation Agreement and by the amount of such Participation Amount repurchased pursuant to the final sentence of this Section 1(b)) by
Purchase of Participation. Bank agrees to purchase a 100% participation in the Letter of Credit, all drawings made thereunder and Borrower's reimbursement and payment obligations to Harris pursuant to the terms of thx Xxxmbursement Agreement and in the collateral and other documents executed in favor of Harris in connection therewith. Suxx xxxticipation shall be evidenced by the Participation Agreement. Borrower acknowledges and agrees that Bank shall be entitled to the benefits of the Reimbursement Agreement and any and all collateral and other documents executed in favor of Harris in connection therewith as xx xx were a direct party thereto.
Purchase of Participation. Each of the Lenders acknowledges that the Administrative Agent is the owner of the Masland Bonds. On the Closing Date, the Administrative Agent shall sell to each Lender and each Lender shall automatically be deemed to have purchased from the Administrative Agent a ratable participation in the Masland Bonds equal to such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall pay the full purchase price of its Pro Rata Share of the Masland Bonds in immediately available funds at the main office of the Administrative Agent on the Closing Date. The Pro Rata Shares of each of the Lenders in the Masland Bonds shall be ratably concurrent, without preference or priority one over another and each Lender purchasing such participation shall be entitled to receive its Pro Rata Share of any payments or principal or interest received by the Administrative Agent with respect to the Masland Bonds.
