Transfer of Participation Interests Sample Clauses

Transfer of Participation Interests. (a) Transferee shall from time to time buy from Transferor or from an affiliate of Transferor, without recourse, a continuing undivided fractional Participation Interest, and Transferor shall from time to time sell to Transferee, or cause an affiliate or affiliates of Transferor to sell to Transferee, such Participation Interests. The purchase price for a particular Participation Interest transferred shall be 100% of the purchase price paid by Transferor to Huntington for its Participation Interest. Transfers of Participation Interests by Transferor or an affiliate of Transferor to Transferee hereunder may, upon the mutual agreement of the parties at the time any such transfers are made, be made (i) as additional contributions to the capital of Transferee, (ii) in exchange for the payment of cash by Transferee to Transferor or appropriate affiliate of Transferor, (iii) in consideration of the issuance to Transferor or appropriate affiliate of Transferor of shares of the capital stock of Transferee, or (iv) for such other consideration as the parties shall mutually agree. (b) At the time of transfer of a Participation Interest, Transferor assigns to Transferee, without recourse, all of Transferor’s beneficial right, title and interest in the Loans and associated Origination Fees, including any Collateral for the Loans, and any uncollected payments or collections on account of the Loans. Transferor shall hold title to the Loans, including any Collateral payments and collections as agent for Transferee. Transferee shall pay to Transferor any fees payable to Huntington in connection with the servicing of the Loans under the Participation Agreement. (c) Each of the Loans which shall be subject to this Agreement shall be (i) identified on a completed “Certificate of Participation” in the form of Exhibit A attached hereto, which shall be delivered by Transferor to Transferee and shall contain at least the name of each Borrower, the date of the promissory note evidencing each Loan, the original principal amount of each Loan, the amount of any associated Origination Fees, and the purchase price associated with the same; or (ii) otherwise identified electronically or in the loan files for the Loans, in a manner that is mutually agreeable to Transferor and Transferee and sufficient to properly identify the Loans.
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Transfer of Participation Interests. (a) Each Holder may Transfer up to forty-nine percent (49%) of its beneficial interest in its Participation Interest whether or not the related transferee is a Qualified Transferee without satisfaction of the Rating Agency Condition. Each Holder shall not Transfer more than forty-nine percent (49%) of its beneficial interest in its Participation Interest unless (i) the Rating Agency Condition has been satisfied with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement or (ii) such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement (provided, that any transfer agreements entered into in connection with a Securitization shall be deemed to satisfy the preceding requirement of this sentence). Other than in connection with the Securitization of any Participation Interest, such proposed transferee shall also (x) remake each of the representations and warranties contained herein and (y) if such transferee is acquiring greater than a forty-nine percent (49%) beneficial interest in a Participation Interest, certify that it is a Qualified Transferee, in each case, for the benefit of the other Holders. Notwithstanding the foregoing, without each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring Holder’s Participation Interest is in a Securitization, without satisfaction of the Rating Agency Condition, no Holder shall Transfer all or any portion of its Participation Interest to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. (b) Except for a Transfer made in connection with a Securitization, or a Transfer made by an Initial Holder to an Affiliate, at least five (5) days prior to a transfer of any Participation Interest, the transferring Holder shall provide to the other Holders and, if any Certificates are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 13, such certification to include (1) the name and contact information of the transferee and (2) if applicable, a certification by the transferee that it is a Qualified Transferee. (c) The Holders ac...
Sample 1
Transfer of Participation Interests. Transferee shall from time to time buy from Transferor and Transferor shall from time to time sell to Transferee, without recourse, a continuing undivided fractional Participation Interest in the Loans by Transferor to the respective Borrowers, in consideration of Transferee's issuance to Transferor of all 1,000 shares of the common stock of Transferee. Transferor hereby assigns to Transferee, without recourse, all of Transferor's beneficial right, title and interest in the Loans, including any Collateral for the Loans, and any payments or collections on account of the Loans. Transferor shall hold title to the Loans, including any Collateral payments and collections as agent for Transferee. Each of the Loans which shall be subject to this Agreement shall be identified on a completed "Certificate of Participation" in the form of EXHIBIT A attached hereto which shall be delivered by Transferor to Transferee and shall contain at least the name of each Borrower; the date of the promissory note evidencing each Loan; and the original principal amount of each Loan. Each subsequent group of Loans for which a Participation shall be transferred pursuant to the terms of this Agreement shall be identified in subsequent Certificates of Participation furnished by the Transferor to the Transferee.
Sample 1
Transfer of Participation Interests. Upon the terms and subject to the conditions set forth herein, Assignor agrees to convey, transfer, assign and deliver to Assignee at the Closing, and Assignee agrees to accept an assignment from Assignor at the Closing, all of Assignor's right, title, estate and interest in and to the Participation Interests, free and clear of all liens, security interests and encumbrances whatsoever.
Sample 1
Transfer of Participation Interests. Upon the terms and subject to the conditions set forth herein, Assignor agrees to convey, transfer, assign and deliver to Assignee at the Closing, and Assignee agrees to accept an assignment from Assignor at the Closing, all of Assignor's right, title, estate and interest in and to the Participation Interests, free and clear of all liens, security interests and encumbrances whatsoever. B. CONSIDERATION FOR PARTICIPATION INTERESTS. The consideration to be paid by Assignee for the Participation Interests shall be limited partnership interests in the Assignee (the "Units") identified on Exhibit A of the Exchange Offer. The payment of consideration for the Participation Interests shall be payable at Closing, which payment is conditional upon the completion of the offering to the public of common shares ("Shares") of stock (the "IPO") by the general partner of the Assignee and the closing conditions set forth in Section F of this Agreement. In the event of the completion of the IPO as described above, the Assignee shall be obligated, subject to the closing conditions set forth in Section F of this Agreement, to acquire the Participation Interests.
Sample 1
Transfer of Participation Interests. Effective February 28, 1995 (the "Effective Date") Liberte will transfer to STL its participation interests in the Participated Assets described on the attached Schedule B (the "STL Exchange Assets") pursuant to a Master Assignment dated as of the Effective Date between Liberte and STL substantially in the form attached to this Agreement as Exhibit B-1 (the "Liberte Master Assignment"); and STL will transfer to Liberte on the Effective Date its participation interests in the assets
Sample 1
Transfer of Participation Interests. The Investor may transfer any Participation Interest to a third party, whereupon such transferee shall have all of the rights and obligations of the Investor hereunder with respect to such Participation Interest and all references to the “Investor” in this Agreement shall refer to such transferee, but solely to the extent applicable to such Participation Interest; provided that such transferee shall be subject to the provisions of this Agreement and to any request made, waiver or consent given or other action taken by the Investor under this Agreement, with respect to such Participation Interest or otherwise, prior to receipt by the Company of written notice of the transfer of such Participation Interest to such transferee. The Investor shall notify the Company in writing no later than five (5) business days prior to any such transfer. The Investor shall further have the right to pledge any Participation Interest as collateral in connection with obtaining financing from a third party.
Sample 1
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Related to Transfer of Participation Interests

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • 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).

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • 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.

  • 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.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Participating Interests Effective in the case of each Standby L/C and Commercial L/C (if applicable) as of the date of the opening thereof, the Issuing Lender agrees to allot and does allot, to itself and each other Revolving Credit Lender, and each such Lender severally and irrevocably agrees to take and does take in such Letter of Credit and the related L/C Application (if applicable), an L/C Participating Interest in a percentage equal to such Lender’s Revolving Credit Commitment Percentage.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

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