SALE OF PARTICIPATION INTEREST Sample Clauses

SALE OF PARTICIPATION INTEREST a. Lender hereby sells and transfers to Participant, and Participant hereby purchases and agrees to pay Lender for, a Participation Interest in the Existing Participation Portfolio. Such sale and purchase shall not include the servicing rights to the Loans in the Existing Participation Portfolio, which servicing rights are retained by Lender. The purchase price shall be at the estimated fair market value as determined by the Parties and set forth on Exhibit A. b. Lender will sell and transfer to Participant, servicing retained by Lender, and Participant will purchase from and pay Lender for, a Participation Interest in additional Loans hereafter originated by Lender as requested in writing by Participant and agreed to by Lender from time to time and subject to the terms of this Agreement. Upon consummation of the purchase of any additional Participation Interest, a schedule of the additional Loans shall be attached to this Agreement and made a part hereof. c. Participant shall share any loss incurred on any Participation Portfolio Loan or any Third Party Expenses, and any subsequent recoveries of such losses or Third Party Expenses, in accordance with its Participation Percentage. d. Notwithstanding Lender’s Representations and Warranties made herein, Participant agrees to share the risk that certain items of documentation may be missing from loan files as a result of Lender’s action or inaction prior to the date of this Agreement and Lender’s ordinary negligence after the date of this Agreement, and in the event collection of any Loan is impeded due to missing loan documents, then Lender’s liability shall be limited to those losses caused by Lender’s willful misconduct or gross negligence after the date of this Agreement.
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SALE OF PARTICIPATION INTEREST a. Lender hereby sells and transfers to Participant, without recourse except as otherwise provided herein, and Participant hereby agrees to pay Lender the Purchase Price in exchange for the Participation Interest. Participant hereby agrees to pay Lender the Purchase Price on the Effective Date in exchange for the Participation Interest. b. Lender and Participant hereby agree to appraise the fair market value, as of [date], of the Loans underlying the Participation Interest. To the extent such appraised fair market value differs from the Purchase Price, the Lender or the Participant, as applicable, shall promptly make such payment as may be necessary so that the total purchase price for the Participant Interest received by Lender is equal to such appraised fair market value. c. Participant shall share any loss incurred on any Loan or any third party expenses, and any subsequent recoveries of such losses or third party expenses, in accordance with its Participation Percentage. For purposes hereof, third party expenses shall mean all costs or expenses directly related to any Loan that are paid or incurred by Lender to any entity not a party to this Agreement.
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SALE OF PARTICIPATION INTEREST. The non-defaulting lender may elect to acquire, or to designate a third party lender to acquire, the Participation Interest of the defaulting lender, upon payment (which shall be deemed full payment of the amount due to the defaulting lender) of the then outstanding principal balance of all disbursements made by the defaulting lender with respect to the Loan. Such acquisition shall be consummated within ten (10) days of written notice from the non-defaulting lender stating that the non-defaulting lender has elected to proceed under this Section 9.1.2, or within such longer time period as is reasonably required by the non-defaulting lender to consummate such sale.
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SALE OF PARTICIPATION INTEREST. Seller agrees to sell and Purchaser agrees to purchase all of Seller’s right, title and interest in the Participation Interest, without warranty or recourse, except as otherwise set forth herein.
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SALE OF PARTICIPATION INTEREST. Upon exercise of the Put Option or the Call Option the Parties hereto, subject to prior satisfaction or waiver of the conditions set forth in Article IX, shall each be bound to complete the sale and purchase of the Participation Interest in accordance with the terms and conditions of this Agreement. In such event, the Seller shall be obligated to sell and transfer to the Purchaser full legal and beneficial title to the Participation Interest free from all options (except options created by this Agreement), liens, claims, charges, encumbrances and other third party rights of any nature whatsoever and together with all accrued benefits and rights attaching thereto under Ukrainian Law, including, without limitation, the right to receive any undistributed profits attributable to the Participation Interest after the Closing; and the Purchaser shall be obligated to (i) purchase and accept the Participation Interest and (ii) pay to the Seller the Purchase Price; provided, however, that, in the event that the State Registration of the Closing Organizational Documents does not occur within ninety (90) days of the Closing Date, then the Seller’s obligation to sell and transfer to the Purchaser full legal and beneficial title to the Participation Interest and the Purchaser’s obligation to (x) purchase and accept the Participation Interest and (y) pay to the Seller the Purchase Price, shall terminate.
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SALE OF PARTICIPATION INTEREST. Upon exercise of the Call Option the Parties hereto, subject to prior satisfaction or waiver of the conditions set forth in Article VIII, shall each be bound to complete the sale and purchase of the Participation Interest in accordance with the terms and conditions of this Agreement. In such event, the Seller shall be obligated to sell and transfer to the Purchaser full legal and beneficial title to the Participation Interest free from all options (except options created by this Agreement), liens, claims, charges, encumbrances and other third party rights of any nature whatsoever and together with all accrued benefits and rights attaching thereto under Ukrainian Law, including, without limitation, the right to receive any undistributed profits attributable to the Participation Interest after the Closing; and the Purchaser shall be obligated to (i) purchase and accept the Participation Interest and (ii) pay to the Seller the Purchase Price.
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SALE OF PARTICIPATION INTEREST 
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Related to SALE OF PARTICIPATION INTEREST

  • 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).

  • 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 (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.

  • Repayment of Participation Advances 2.9.4.1 Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Lender of immediately available funds from the Borrower (i) in reimbursement of any payment made by the Issuing Lender under the Letter of Credit with respect to which any Lender has made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a payment made by the Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Lender will pay to each Lender, in the same funds as those received by the Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the Administrative Agent shall retain for the account of the Issuing Lender the amount of the Ratable Share of such funds of any Lender that did not make a Participation Advance in respect of such payment by the Issuing Lender. 2.9.4.2 If the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the Administrative Agent for the account of the Issuing Lender pursuant to this Section in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the Issuing Lender the amount of its Ratable Share of any amounts so returned by the Administrative Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such Lender to the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time.

  • 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.

  • Participation in Plans Notwithstanding any other provision of this Agreement, the Executive shall have the right to participate in any and all of the plans or programs made available by the Company (or it subsidiaries, divisions or affiliates) to, or for the benefit of, executives (including the annual stock option and restricted stock grant programs) or employees in general, on a basis consistent with other senior executives.

  • No Equity Participation or Contingent Interest No Mortgage Loan contains any equity participation by the lender or provides for negative amortization (except that the ARD Loan may provide for the accrual of interest at an increased rate after the Anticipated Repayment Date) or for any contingent or additional interest in the form of participation in the cash flow of the related Mortgaged Property.

  • Participation in Public Offering No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

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

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