The Participation Sample Clauses

The Participation. 1.1. As of the Closing Date (i) Grantor hereby sells (and, in the case of the Contributed Participation Portion, hereby agrees to facilitate a capital contribution on behalf of Participant Parent), transfers, assigns, grants and conveys without recourse, except as otherwise provided herein, to Participant, and Participant hereby purchases from Grantor on terms no less favorable to Participant than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, (a) a 100% undivided participation interest in Grantor’s interests in the portion of the Participated Assets (as identified by Grantor) having an aggregate market value (as determined by Grantor in reasonable business judgment) equal to the Purchase Price, and the Transferred Rights relating thereto, whether outstanding as of the Closing Date or made or obtained thereafter (collectively, the “Sold Participation Portion”) and (b) a 100% undivided participation interest in Grantor’s interests in the portion of the Participated Assets (as identified by Grantor) having an aggregate market value (as determined by Grantor in reasonable business judgment) in excess of the Purchase Price, and the Transferred Rights relating thereto, whether outstanding as of the Closing Date or made or obtained thereafter (collectively, the “Contributed Participation Portion”, and, together with the Sold Participation Portion, the “Participation”), in each case, the legal title to which is held by Grantor, and (ii) Participant hereby acquires the Participation. Other than for tax and accounting purposes, Grantor and Participant agree to treat the transfer of the Participation by Grantor to Participant as a sale and purchase on all of their respective relevant books and records. Grantor hereby acknowledges that, on the date hereof, Participant shall Grant to the Collateral Agent for the benefit of the Secured Parties a security interest in Participant’s right, title and interest in and to this Agreement. 1.2. The aggregate purchase price payable by Participant for the Participation shall be $151,909,167 (the “Purchase Price”). The Purchase Price shall be paid by Participant to Grantor on or prior to the Closing Date by delivery of immediately available funds. To the extent that the aggregate market value of the Participated Assets and the Transferred Rights relating thereto (as determined by Grantor in its reasonable business judgment) exceeds the Purchase Price, such excess (as identified by ...
Sample 1
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The Participation. As partial consideration for the purchase price paid by Participant pursuant to the Purchase Agreement, the Lead hereby grants and the Participant hereby accepts a fifteen percent (15%) (which, when added to the Conseco Participation acquired by Participant gives Participant a twenty-five percent (25%) participation) (the twenty-five percent (25%) participation is the “Participation Percentage”) undivided participation interest in the loan (the “Loan”) heretofore made by the Lead to Hoosier Park, L.P. (the “Borrower”) pursuant to (A) the Construction Loan and Permanent Financing Agreement, dated September 30, 1993, between API and the Lead (the “Construction Loan Agreement”), as assumed by the Borrower pursuant to (i) the Hoosier Park Agreement of Limited Partnership dated August 30, 1994 (as amended) and (ii) the Assumption Agreement, dated August 30, 1994, executed by the Borrower in favor of API (the “Assumption Agreement”), and as amended by (i) the Agreement Regarding Construction Loan and Permanent Financing Agreement, Mortgage, Collateral Assignment of Contract and Other Matters, dated January 31, 1994, between API and the Lead (the “January 31, 1994 Agreement”), (ii) the Loan Extension Agreement, dated June 1, 1994, between API and the Lead (the “Extension Agreement”), (iii) the Second Agreement Regarding Construction Loan and Permanent Financing Agreement, Collateral Assignment of Contract and Other Matters dated as of November 30, 1995, between the Borrower and the Lead (“November 30, 1995 Agreement”), and (iv) the Third Agreement Regarding Construction Loan and Permanent Financing Agreement, Collateral Assignment of Contract, Note and Other Matters dated as of May 6, 2004, between the Borrower and the Lead (“May 6, 2004 Agreement”) and (B) the Second Amended Secured Promissory Note, dated November 1, 1994, by Borrower in favor of the Lead in the face principal amount of $28,700,000, as amended by the May 6, 2004 Agreement (as so amended, the “Note”). The Loan is secured pursuant to (A) the Collateral Assignment of Contracts, dated September 30, 1993, between API and the Lead (the “Collateral Assignment”), as assumed by the Borrower pursuant to the Assumption Agreement and as amended by the January 31, 1994 Agreement, the November 30, 1995 Agreement, and the May 6, 2004 Agreement, (B) the Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated September 30, 1993, between API and the Lead (the “Mortgage”), as assigned to the Bo...
Sample 1
The Participation. On 9 August 2017, the Partners entered into the Partnership Agreement in relation to the establishment of the Limited Partnership. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the Partners (apart from the Subsidiary) and their respective ultimate beneficial owners are independent of the Company and its connected persons. The principal terms of the Partnership Agreement in relation to the Limited Partnership are set out below.
Sample 1
The Participation. The Receivables Purchaser grants to each Original Participant, and each Original Participant accepts, its Participation with effect from the Commencement Date and subject to the terms of this Deed.
Sample 1
The Participation. 2.1 Shareholder is the owner of one Segregated Portfolio Share (the “SP Share) and wishes to purchase an additional SP Share in the capital of the Company on and subject to the terms of the Memorandum and Articles of Association of the Company for a subscription price of US$1.00, plus up to 20% of the Gross Annual Premium written on policies written by Guarantee for Shareholder, Shareholder’s affiliates and clients of Shareholder or Shareholder’s affiliates, provided however, that such additional 20% shall be payable only in the event the Insured and/or Shareholder fail to meet their collateral funding obligations as set forth in that certain Collateral Carry Forward Agreement executed on even date herewith between the Insured, Shareholder and Guarantee. Further subscriptions of SP Shares in the Company designated Segregated Portfolio Shares may be made on such terms as the parties may subsequently agree. 2.2 Shareholder will participate in the results of the Reinsurance in accordance with this Agreement. 2.3 The directors of the Company may declare dividends on the SP Share solely out of the profits made by the Segregated Portfolio arising from the Reinsurance, which dividends will be calculated in accordance with the Dividends provision of Part 1 of the Schedule attached to and hereby made part of this Agreement by this reference. The holder of the SP Share will not be entitled to share in any profits of any other segregated portfolio of the Company or any other profits of the Company. 2.4 No shareholder of any other segregated portfolio of the Company will be entitled to participate in any profits of the Segregated Portfolio by virtue of holding such shares. 2.5 The Company may redeem the SP Share in accordance with the Redemption provisions of Part 2 of the above-referenced Schedule to this Agreement. 2.6 On the first to occur of a winding up of the Segregated Portfolio or the Company, the assets of the Segregated Portfolio remaining will be distributed solely to the holder of the SP Share in accordance with the Redemption provisions of Part 2 of the above-referenced Schedule to this Agreement. The holder of the SP Share will not be entitled to share in any other assets of the Company available for distribution or any assets of any other segregated portfolio of the Company. 2.7 The SP Share has not been registered in the United States and shall not be sold, transferred, hypothecated, pledged or otherwise encumbered and will bear the following legend: 2...
Sample 1
The Participation. The Company, simultaneously with the execution and delivery of this Agreement, does hereby sell, transfer, and convey the Participation Interests to the Investor. The Company will make available to the Investor copies of all material documents pertinent to the related Mortgage Loan, including all notes, financing statements, security agreements, mortgages, assignments, certificates, powers, filings, agreement and all other writings executed or to be executed in connection with such mortgage loan. Upon the sale of each Participation Interest the Company will retain legal title of record to the related Mortgage Loan in trust for the Investor. On the Closing Date the Investor shall pay to the Company an amount equal to the Purchase Price for the Participation Interests, whereupon the Company shall automatically be deemed to have transferred such Participation Interests to the Investor. On the Closing Date, the Company shall cause the Servicer to reflect on its system of record the Investor as the owner of a 100% Participation Interest in the related Mortgage Loan. The Company shall also deliver to the Investor, on the Closing Date, a Mortgage Loan Schedule and the Participation Certificate. The sale of a Participation Interest hereunder is expressly intended by both the Company and the Investor to be the Company’s true, absolute, and unconditional sale to the Investor of such Participation Interest and not the Company’s pledge thereof to secure a debt or other obligation owed to the Investor. The Investor shall share any loss incurred on any Mortgage Loan or any third party expenses, and any subsequent recoveries of such losses or third party expenses, in accordance with its Participation Interest percentage. So long as the Investor continues to own a Participation Interest, the Company shall continue to make available to the Investor all Mortgage Loan Documents with respect to the related Mortgage Loan, including all origination and credit files concerning the related Mortgagor(s).
Sample 1
The Participation. Subject to the terms and conditions set forth in this Agreement, the Company hereby retains a subordinated Junior Participation in the Mortgage Loans. Such Junior Participation is and in all cases shall be subordinate to the rights of the Purchaser in the Mortgage Loans to the extent provided in this Agreement.
Sample 1
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The Participation. 2.01 Save as provided in Clause 2.02, the Participant shall pay to the Bank on the Commencement Date the consideration provided in the Loan Option Agreement between the parties in exchange for the Participant's Percentage of, and in the same currency as, the Bank's Participation in each Advance then outstanding under the Participated Facility.
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The Participation 
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Related to The Participation

  • Joint Participation The parties hereto participated jointly in the negotiation and preparation of this Release, and each party has had the opportunity to obtain the advice of legal counsel and to review and comment upon the Release. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Release shall be construed as if the parties jointly prepared this Release, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.

  • Program Participation By participating in the CRF Program, Grantee agrees to: a. Not increase any Eligible Household’s rent through January 2021; b. Waive all costs, fees and charges incurred by Eligible Households as a result of non- payment or partial payment of rent during the impacted months; c. Not consider non-payment or partial payment by Eligible Households during impacted months when considering renewal of an Eligible Household’s lease, or, share this information with other rental properties, credit bureaus and tenant screening companies; d. Not initiate new Eligible Household evictions for non-payment of rent and must suspend all pending evictions of Eligible Households for nonpayment of rent for the duration of the rental payment assistance; e. Not issue a notice to vacate to Eligible Households for nonpayment of rent until the end of the Eviction Relief Period; and f. Not require Eligible Households to vacate the unit until 30 days after such notice.

  • 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.

  • L/C Participations (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

  • Public Participation 79. This Consent Decree shall be lodged with the Court for a period of not less than 30 Days for public notice and comment in accordance with 28 C.F.R. ' 50.

  • Participation Contributor will participate in any Work Groups (defined in the Policy) identified above, and any other Work Groups that it actually participates in or notifies ODIF that it wants to participate in, according to the rules and procedures in the then-current OpenID Process Document (“Process Document”), which is fully incorporated into this Agreement by this reference, and subject to the Policy.

  • Other Lenders' Participation Upon the issuance of each Letter of Credit issued by the Issuer pursuant hereto, and without further action, each Lender (other than the Issuer) that has a Revolving Loan Commitment shall be deemed to have irrevocably purchased from the Issuer, to the extent of its Percentage in respect of Revolving Loans, and the Issuer shall be deemed to have irrevocably granted and sold to such Lender a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation and all rights with respect thereto), and such Lender shall, to the extent of its Percentage in respect of Revolving Loans, be responsible for reimbursing promptly (and in any event within one Business Day) the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition, such Lender shall, to the extent of its Percentage in respect of Revolving Loans, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Lender has reimbursed the Issuer for a Disbursement as required by this Section, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement.

  • Continued Participation If Contractor elects to defend the claim, the City may retain separate counsel to participate in (but not control) the defense and to participate in (but not control) any settlement negotiations.

  • Lenders’ participation (a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office. (b) The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

  • Reimbursement; Participations (a) If Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied. (b) Upon issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the Letter of Credit. If Issuing Bank makes any payment under a Letter of Credit and Borrowers do not reimburse such payment on the Reimbursement Date, Agent shall promptly notify Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall furnish copies of any Letters of Credit and LC Documents in its possession at such time. (c) The obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Obligor may have with respect to any Obligations. Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents. Issuing Bank does not make to Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, LC Documents or any Obligor. Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectibility, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor. (d) No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any LC Documents except as a result of its actual gross negligence or willful misconduct. Issuing Bank shall not have any liability to any Lender if Issuing Bank refrains from any action under any Letter of Credit or LC Documents until it receives written instructions from Required Lenders.

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