Status of Participation Sample Clauses

Status of Participation. In respect of each Funded Participation, (a) the Grantor does not, by virtue of the relevant Participation, transfer or assign any rights or obligations under the Relevant Portfolio Documentation or any Ancillary Rights and Claims applicable to such Funded Participation and the Participant will not acquire from the Grantor any of its rights in rem (dingliche Rechte) in the Portfolio Items or any of its rights or obligations vis-à-vis any Obligor or other third party or in any monies or Non-Cash Distributions received by the Grantor under or in relation to such Relevant Portfolio Documentation or the Ancillary Rights and Claims. In respect of each Funded Participation, the Participant shall not be subrogated to or substituted in respect of the Grantor’s claims by virtue of any payment under that Funded Participation and the Participant shall have no direct contractual relationship with or rights against any Obligor or other party to the Relevant Portfolio Documentation applicable to that Funded Participation (except the Grantor) by reason of that Funded Participation. (b) Subject to Clause 6.2, nothing in any Funded Participation shall place the Grantor under an obligation to enquire as to the occurrence or otherwise of an event of default under any Relevant Portfolio Documentation. (c) Subject to Clause 6.2, nothing in any Funded Participation shall place the Grantor under an obligation to exercise any rights of set-off it may have against any Obligor. (d) The Grantor’s obligations under each Funded Participation shall be subject to its obligations under the Relevant Portfolio Documentation applicable to that Funded Participation.
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Status of Participation. (a) The Grantor does not transfer or assign any rights or obligations under the Credit Documentation and the Participant will have no proprietary interest in the benefit of the Credit Documentation or in any monies received by the Grantor under or in relation to the Credit Documentation; (b) The relationship between the Grantor and the Participant is that of debtor and creditor with the right of the Participant to receive monies from the Grantor restricted to the extent of an amount equal to the relevant portion of any monies received by the Grantor from any Obligor; (c) The Participant shall not be subrogated to or substituted in respect of the Grantor’s claims by virtue of any payment under the Funded Participation and the Participant shall have no direct contractual relationship with or rights against any Obligor;
Sample 1
Status of Participation. (a) Under the Participation, the Receivables Purchaser does not transfer or assign any rights or obligations under the Finance Documents to any Participant and no Participant will have any proprietary interest in the benefit of the Finance Documents or in any monies received by the Receivables Purchaser under or in relation to the Facility or the Transaction Security Documents. (b) The relationship between the Receivables Purchaser and each Participant is that of debtor and creditor with the right of the Participant to receive monies from the Receivables Purchaser restricted to the extent of an amount equal to the relevant portion of any monies received and applied by the Receivables Purchaser from any Security Obligor. (c) No Participant shall be subrogated to or substituted in respect of the Receivables Purchaser’s claims by virtue of any payment under a Participation and no Participant shall have any direct contractual relationship with or rights against any member of the Group. (d) Nothing in any Finance Document (or any document related to or connected with any Finance Document) constitutes the Receivables Purchaser as agent, fiduciary or trustee for a Participant. (e) Subject to clause 29.8 (Standard of care): (i) nothing in any Finance Document (or any document related to or connected with any Finance Document) shall place the Receivables Purchaser under an obligation to enquire as to the occurrence or otherwise of a Default or an Event of Default; (ii) the Receivables Purchaser may assume (unless it has received notice to the contrary) that no Default or Event of Default has occurred unless it has actual knowledge of a Default or Event of Default; and (iii) nothing in any Finance Document (or any document related to or connected with any Finance Document) shall place the Receivables Purchaser under an obligation to exercise any rights off set-off it may have against any member of the Group. (f) The Receivables Purchaser’s, obligations to a Participant under this Deed shall be subject to its obligations to the Group under the Finance Documents. (g) No Participant shall be entitled to deal directly with, make payment to or receive payments from any member of the Group or any Network Provider in connection with the Participation. (h) No Participant has any interest, proprietary, contractual or otherwise, in any property for the time being constituting the security for the obligations of any Security Obligor under the Finance Documents (or any part of ...
Sample 1
Status of Participation. Other thanSave as provided in Clause 3.3 (Non-Cash Distributions): (a) 3.3, the Grantor does not transfer or assign any rights or obligations under the Credit Documentation and the Participant will have no proprietary interest in the benefit of the Credit Documentation or in any monies received by the Grantor under or in relation to the Credit Documentation; and (b) the Grantor does not transfer or assign any rights or obligations in respect of the Ancillary Rights and Claims and the Participant will have no proprietary interest in the benefit of the Credit Documentation or the Ancillary Rights and Claims or in any monies or Non-Cash Distributions received by the Grantor under or in relation to the Credit Documentation or the Ancillary Rights and Claims.;
Sample 1
Status of Participation. (a) The Grantor does not transfer or assign any rights or obligations under the Credit Documentation and the Participant will have no proprietary interest in the benefit of the Credit Documentation or in any monies received by the Grantor under or in relation to the Credit Documentation; (b) The relationship between the Grantor and the Participant is that of debtor and creditor with the right of the Participant to receive monies from the Grantor restricted to the extent of an amount equal to the relevant portion of any monies received by the Grantor from any Obligor; (c) The Participant shall not be subrogated to or substituted in respect of the Grantor's claims by virtue of any payment under the Funded Participation and the Participant shall have no direct contractual relationship with or rights against any Obligor; (d) Nothing in the Funded Participation constitutes the Grantor as agent, fiduciary or trustee for the Participant; (e) Nothing in the Funded Participation shall place the Grantor under an obligation to enquire as to the occurrence or otherwise of an event of default under the Credit Documentation; (f) Nothing in the Funded Participation shall place the Grantor under an obligation to exercise any rights of set-off it may have against any Obligor; and (g) The Grantor's obligations hereunder shall be subject to its obligations under the Credit Documentation.
Sample 1
Status of Participation. (a) The Bank does not transfer or assign any rights or obligations under the Finance Documents and DLJ will, subject to the provisions of paragraph 2 and 3 above, have no proprietary interest in the benefit of the Finance Documents or in any monies received by the Bank under or in relation to the Finance Documents. (b) Nothing in this letter constitutes the Bank as agent, fiduciary or trustee for DLJ. (c) Without limiting its express obligations under this letter, the Bank may, without responsibility to DLJ: (i) exercise or refrain from exercising any or all of its rights, powers and discretions arising under or in connection with the Finance Documents; (ii) perform any other acts under the Finance Documents as it in its discretion sees fit. (d) The Bank does not make any representation or warranty in relation to, and is not responsible to DLJ for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (e) DLJ confirms that it: (i) has made its own independent investigation and assessment of the financial condition of each Obligor and its related entities in connection with this letter and has not relied on any information provided to it by the Bank in connection with this letter or any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities. (f) Without prejudice to any liability the Bank may have for breach of this letter, if any Obligor fails to perform any of its obligations under any Finance Document, DLJ shall have no recourse to the Bank in respect of that failure and by this letter the Bank notifies DLJ and DLJ acknowledges that the Bank shall not be required to reimburse DLJ for, or otherwise be responsible for, or assure DLJ against, any loss suffered by DLJ as a result of this letter.
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Related to Status of Participation

  • 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.

  • Status of Participant (a) The Participant hereby represents, covenants, and warrants that it is and will continue to be a participant in DTC (“DTC Participant”) so long as this Agreement is in full force and effect and that, with respect to Purchase Orders or Redemption Orders placed through the Clearing Process, it is and will continue to be a member of NSCC and a participant in the CNSS so long as this Agreement is in full force and effect. The Participant may place Purchase Orders or Redemption Orders either through the Clearing Process or outside the Clearing Process through the DTC, subject to the procedures for purchase and redemption referred to in paragraph 2 and the AP Handbook. If a Participant loses its status as a DTC Participant or NSCC member, or its eligibility to participate in the CNSS, the Participant shall promptly notify the Distributor in writing of the change in status or eligibility. Upon such notice, the Distributor, in its sole discretion, may terminate this Agreement. (b) The Participant hereby represents and warrants that it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and is a member in good standing of the Financial Industry Regulatory Authority (the “FINRA”). The Participant agrees that it will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Participant agrees to comply with all applicable federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the FINRA, and that it will not offer or sell Fund Shares of any Fund in any state or jurisdiction where such shares may not lawfully be offered and/or sold. (c) If the Participant is offering and selling Fund Shares of any Fund in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered or qualified as a broker or dealer, or to be a member of the FINRA, as set forth above, the Participant nevertheless agrees to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933 as amended (the “1933 Act”) and the regulations promulgated thereunder, and to conduct its business in accordance with the spirit of the FINRA Conduct Rules.

  • 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.

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

  • 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).

  • 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.

  • Employee Participation The Employer will assist employees' participation in health promotion and health education programs. Health promotion and health education programs that have been endorsed by the Employer (Minnesota Management & Budget) will be considered to be non-assigned job-related training pursuant to Administrative Procedure 21. Approval for this training is at the discretion of the Appointing Authority and is contingent upon meeting staffing needs in the employee's absence and the availability of funds. Employees are eligible for release time, tuition reimbursement, or a pro rata combination of both. Employees may be reimbursed for up to one hundred (100) percent of tuition or registration costs upon successful completion of the program. Employees may be granted release time, including the travel time, in lieu of reimbursement.

  • Company Participation Subject to Section B.5, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

  • 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.

  • Reallocation of Participations to Reduce Fronting Exposure All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

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