Sale of Participation Interests Sample Clauses

Sale of Participation Interests. Lender shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Obligors, to grant to one or more banks or other financial institutions (each, a "Participant") participating interests in Lender's obligation to lend hereunder and/or any or all of the Loans. In the event of any such grant by Lender of a participating interest to a Participant, whether or not upon notice to Obligors, Lender shall remain responsible for the performance of its obligations hereunder and Obligors shall continue to deal solely and directly with Lender in connection with Lender's rights and obligations under this Agreement and the other Loan Documents. Lender may furnish any information concerning Obligors in its possession from time to time to prospective Participants, providing that Lender shall require any such prospective Participant to agree in writing to maintain the confidentiality of such information.
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Sale of Participation Interests. Seller agrees to sell and Purchaser agrees to purchase all of Seller’s right, title and interest in the Participation Interests, without warranty or recourse, except as otherwise set forth herein.
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Sale of Participation Interests. Subject to the terms and conditions herein set forth, the Holder agrees to sell to you and you agree to purchase from the Holder a participation interest in the Loan at a price, payable in full on the Funding Date, equal to the amount set forth opposite your name on Schedule A hereto.
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Sale of Participation Interests. Lenders shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower or Guarantor, to grant to one or more banks or other financial institutions (each, a "PARTICIPANT") participating interests in the Loan. In the event of any such grant by Lenders of a participating interest to a Participant, whether or not upon notice to Borrower or Guarantor, Lenders shall remain responsible for the performance of their obligations hereunder and Borrower shall continue to deal solely and directly with Lenders in connection with Lenders' rights and obligations under this Agreement and the other Loan Documents. Lenders may furnish any information concerning Borrower in its possession from time to time to prospective assignees and Participants, providing that Lenders shall require any such prospective assignee or Participant to agree in writing to maintain the confidentiality of such information.
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Sale of Participation Interests. Each Participation Interest in a pool of Loans sold to Participant as described in Section 1.2 above shall be subject to and governed by this Agreement, and shall constitute the sale and assignment by HOPE to Participant, and the purchase and acceptance by Participant from HOPE, of an undivided percentage ownership interest in each Loan in such pool equal to Participant’s Percentage as set forth on the Participation Certificate described in Section 1.4 below. Each sale by HOPE to Participant under this Agreement is without warranty by, or recourse to, HOPE except to the extent expressly set forth in Article II.
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Sale of Participation Interests. CoBank has the right to participate any part of its interest in the Term Loans to any Person with the prior written consent of Borrower (which consent will not be unreasonably withheld), provided that Borrower shall have no approval rights upon the occurrence and during the continuance of an Event of Default, and provided further that no such consent shall be required where the participant is a Person at least fifty percent (50%) the equity interest in which is owned by CoBank or which owns at least fifty percent (50%) of the equity interest in CoBank or at least fifty percent (50%) of the equity interest of which is owned by the same Person which owns at least fifty percent (50%) of the equity interest of CoBank, and CoBank understands and agrees that in the event of any such participation: (a) its obligations hereunder will not change on account of such participation; and (b) the participant will have no rights under this Credit Agreement, including, without limitation, voting rights or the right to receive payments or distributions. Notwithstanding any provision contained herein to the contrary, CoBank may at any time pledge or assign all or any portion of its interest in the Term Loans to the Federal Farm Credit Bank in accordance with applicable law. CoBank reserves the right to sell participations on a non- patronage basis.
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Sale of Participation Interests. Section 6.01 Sale in connection with sale of Mortgage Loan a. Subject to subsection (b) below, if the Investor determines that a third party (including a trust or other securitization vehicle) is willing to purchase the Mortgage Loan related to any Participation Interest and the Investor so requests, the Company agrees to facilitate the sale of the Mortgage Loan, and the transfer of the related servicing rights, if applicable, on the Investor’s behalf, as follows: The Company shall (i) purchase such Participation Interest from the Investor for a price equal to the purchase price paid to the Company by the third party purchaser for the related Mortgage Loan (the “Pass-Through Amount”) less, if the Servicer is not retained as the servicer by the third party purchaser, the Servicing Rights Value, and (ii) sell the related Mortgage Loan to such third party; provided, however, that the Company shall have no obligation to purchase such Participation Interest from the Investor in the event that the sale of the related Mortgage Loan to such third party is not consummated other than by reason of the Company’s failure to satisfy its obligations hereunder. Upon consummation of the sale to the third party purchaser, the Investor shall automatically be deemed to have transferred such Participation Interest to the Company without the necessity of any further action by either party. The Company shall hold the Pass-Through Amount in trust for the benefit of the Investor and shall pay such amount to the Investor no later than five (5) business days following the Company’s receipt of the purchase price from the third party purchaser. As promptly as possible after any such purchase by the Company, the Company shall cause the Servicer to reflect the transfer of the related Mortgage Loan to the third party purchaser on its system of record. b. If the Investor’s request that the Company facilitate a sale as contemplated by subsection (a) above includes a Mortgage Loan that is either (1) delinquent by more than thirty (30) days; or (2) has been modified due to borrower default or financial difficultly, then notwithstanding the provisions of subsection (a), such sale shall not be structured as a sale by the Investor of the Participation Interest to the Company and the sale by the Company of the whole Mortgage Loan to the third-party, but instead as a sale by each of the Company and the Investor directly to the third-party of their respective interests in the Mortgage Loan, in whi...
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Sale of Participation Interests 
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Related to Sale of Participation Interests

  • 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).

  • 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.

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • Lenders’ Purchase of Participations in Letters of Credit Immediately upon the issuance or increase of each Letter of Credit, without any further action by any Person, the applicable Issuing Bank shall be deemed to have sold to each Lender and each Lender shall have been deemed to have purchased from such Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Applicable Percentage (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder (each such Lender purchasing a participation, a “Participating Lender”). In the event that the Borrower or the Applicable Account Party shall fail for any reason to reimburse the applicable Issuing Bank as provided in Section 2.20(d), the applicable Issuing Bank shall promptly notify the Administrative Agent who will notify each Participating Lender of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Applicable Percentage of the Revolving Commitments. Each Participating Lender shall make available to the Administrative Agent, for the account of the applicable Issuing Bank, an amount equal to its respective participation, and in immediately available funds, no later than 1:00 p.m. (New York City time) on the first Business Day (under the laws of the jurisdiction in which the Principal Office of the Administrative Agent is located) after the date notified by the applicable Issuing Bank. In the event that any Participating Lender fails to make available to the Administrative Agent on such Business Day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.20(e), the applicable Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by such Issuing Bank for the correction of errors among banks and thereafter at the Alternate Base Rate. Nothing in this Section 2.20(e) shall be deemed to prejudice the right of any Participating Lender to recover from the applicable Issuing Bank any amounts made available by such Lender to the applicable Issuing Bank pursuant to this Section 2.20 in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence, bad faith or willful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of such Issuing Bank. Each Lender acknowledges and agrees that its obligation to fund participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, extension, or increase of any Letter of Credit, the occurrence and continuance of a Default, any reduction or termination of the Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including those set forth in the following paragraph (f), and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that, in issuing, amending, extending, or increasing any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties of the Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, extended, or increased (or, in the case of an automatic extension permitted pursuant to paragraph (a) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, extended, or increased (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, extend, or increase any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). In the event the applicable Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.20(e) for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.20(e) with respect to such honored drawing such Lender’s Applicable Percentage of all payments subsequently received by such Issuing Bank from the Borrower or the Applicable Account Party in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on the Administrative Questionnaire or at such other address as such Lender may request.

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

  • 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 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.

  • 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.

  • 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.

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