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.
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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.
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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

  • Sale of Participations Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell participations to one or more Eligible Transferees (each a “Participant”) in all or a portion of its rights or obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Commitment and the Loans and participations owing to it and the Note, if any, held by it); provided that:

  • Acquisition of Participations Upon any Issuance of a Letter of Credit in accordance with the terms of this Agreement resulting in any increase in the Letter of Credit Obligations, each Revolving Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in such Letter of Credit and the related Letter of Credit Obligations in an amount equal to its Commitment Percentage of such Letter of Credit Obligations.

  • 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.

  • 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.

  • 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 thereof in the same funds as those received by the Swing Line Lender.

  • 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.

  • 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.

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