Participating Interests Clause Samples
The Participating Interests clause defines the proportionate ownership or economic stake that each party holds in a joint venture, partnership, or similar arrangement. It typically specifies how profits, losses, costs, and liabilities are allocated among the parties based on their respective shares. For example, if one party holds a 60% participating interest, they would receive 60% of the profits and bear 60% of the costs. This clause ensures transparency and fairness in the distribution of financial outcomes, preventing disputes by clearly outlining each party's entitlements and obligations.
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Participating Interests. Immediately upon the issuance by the Letter of Credit Issuer of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Letter of Credit Issuer, without recourse, representation or warranty, an undivided participation interest equal to its Percentage of the face amount of such Letter of Credit and each draw paid by the Letter of Credit Issuer thereunder. Each Lender’s obligation to pay its proportionate share of all draws under the Letters of Credit, absent gross negligence or willful misconduct by the Letter of Credit Issuer in honoring any such draw, shall be absolute, unconditional and irrevocable and in each case shall be made without counterclaim or set-off by such Lender.
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.
Participating Interests. Immediately upon the issuance by the Issuer of a Facility Letter of Credit in accordance with Section 2.19.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuer, without recourse, representation or warranty, an undivided participation interest equal to its pro-rata share of the Aggregate Commitment of the face amount of such Facility Letter of Credit and each draw paid by the Issuer thereunder. Each Lender's obligation to pay its proportionate share of all draws under the Facility Letters of Credit, absent gross negligence or willful misconduct by the Issuer in honoring any such draw, shall be absolute, unconditional and irrevocable and in each case shall be made without counterclaim or set-off by such Lender.
Participating Interests. 26 3.7 Procedure for Opening Letters of Credit..................................... 26 3.8 Payments in Respect of Letters of Credit.................................... 26 3.9
Participating Interests. Effective as of the date of the issuance of each Letter of Credit (in the case of a Letter of Credit issued after the date hereof), the Issuing Lender agrees to allot, and does allot, to each other Revolving Lender with a Revolving Credit Commitment, and each such Lender severally and irrevocably agrees to take and does take, a Participating Interest in such Letter of Credit and the related Letter of Credit Application in a percentage equal to such Lender’s Revolving Credit Commitment Percentage. On the date that any Participating Lender becomes a party to this Agreement in accordance with subsection 11.6, Participating Interests in any outstanding Letter of Credit held by the Revolving Lender from which such Participating Lender acquired its interest hereunder shall be proportionately reallocated between such Participating Lender and such transferor Revolving Lender. Each Participating Lender hereby agrees that its obligation to participate in each Letter of Credit issued in accordance with the terms hereof and to pay or to reimburse the Issuing Lender in respect of such Letter of Credit for its participating share of the drafts drawn thereunder shall be irrevocable and unconditional; provided that no Participating Lender shall be liable for the payment of any amount under subsection 3.4(b) resulting solely from the Issuing Lender’s gross negligence or willful misconduct.
Participating Interests. (a) If the U.S. Revolving Credit Commitments shall expire or terminate at any time while Swing Line Dollar Loans are outstanding, at the request of the Swing Line Dollar Lender in its sole discretion, either (i) each U.S. Revolving Lender (including BofA) shall, notwithstanding the expiration or termination of the U.S. Revolving Credit Commitments, make a U.S. Revolving Credit Loan (which shall be an ABR Loan) or (ii) each U.S. Revolving Lender (other than BofA) shall purchase an undivided participating interest in the Swing Line Dollar Loans of the Swing Line Dollar Lender, in either case in an amount equal to such U.S. Revolving Lender's U.S. Dollar Funding Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the U.S. Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Dollar Loans. Each U.S. Revolving Lender will make the proceeds of any U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent for the account of the requesting Swing Line Dollar Lender at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, Local Time, in funds immediately available on the Business Day next succeeding the date of the request by the Swing Line Dollar Lender. The proceeds of such U.S. Revolving Credit Loans shall be immediately applied to repay the Swing Line Dollar Loans outstanding on the date of termination or expiration of the U.S. Revolving Credit Commitments. In the event that any of the U.S. Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each U.S. Revolving Lender shall immediately transfer to the requesting Swing Line Dollar Lender, in immediately available funds, the amount of its participation in the Swing Line Dollar Loans of the Swing Line Dollar Lender and upon receipt thereof the Swing Line Dollar Lender will deliver to any such U.S. Revolving Lender that so requests a confirmation of such U.S. Revolving Lender's undivided participating interest in the Swing Line Dollar Loans of the Swing Line Dollar Lender dated the date of receipt of such funds and in such amount.
(b) Whenever, at any time after the Swing Line Dollar Lender has received payment from any U.S. Revolving Lender in respect of such U.S. Revolving Lender's participating interest in a Swing Line Dollar Loan of the Swing Line Doll...
Participating Interests. Effective in the case of each Letter of Credit opened by the Issuing Lender 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 Revolving Credit Lender severally and irrevocably agrees to take and does take in such Letter of Credit and the related L/C Application, an L/C Participating Interest in a percentage equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage. In consideration and in furtherance of the foregoing, each such Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in Dollars, for the account of the applicable Issuing Lender, such Revolving Credit Lender’s Revolving Credit Commitment Percentage of each L/C Disbursement made by such Issuing Lender, in each case to the extent not reimbursed by the Company on the date due as provided in Section 2.6, or of any reimbursement payment required to be refunded to the Company for any reason.
Participating Interests. 2.1 The initial Participating Interest of the Parties comprising the Contractor shall be as follows: X Company Y Company Z Company : (%) : (%) : (%)
2.2 Except as provided in this Article or elsewhere in this Contract, the rights and obligations of the Parties comprising the Contractor shall include but not be limited to:
(a) the right to take Cost Petroleum in accordance with the provisions of Article 15;
(b) the right to take its Participating Interest share of Profit Petroleum in accordance with the provisions of Article 16;
(c) the right to receive its Participating Interest share of any incidental income and receipts arising from Petroleum Operations; and
(d) the obligation to contribute its Participating Interest share of costs and expenses including Contract Costs.
Participating Interests. 62 9.4 Payments.......................................................................................63 9.5
Participating Interests. (a) Upon the issuance of each Standby L/C, without further action on the part of the Issuing Bank and the Lenders, each Lender severally purchases from the Issuing Bank, without recourse to the Issuing Bank, and the Issuing Bank hereby sells to each Lender, an undivided interest, to the extent of such Lender's Participation Percentage, in such Standby L/C, all corresponding Standby L/C Drawings, all interest thereon and all other rights of the Issuing Bank hereunder and under such Standby L/C with respect thereto.
(b) The liability of each Lender to the Issuing Bank as described in Section 4.04(a) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by any circumstance, including:
(i) any set-off, counterclaim, defense or other right which such Lender or any other Person may have against the Administrative Agent, the Issuing Bank or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Default or Event of Default or the termination of the Commitments or the expiration the applicable Standby L/C;
(iii) any adverse change in the condition (financial or otherwise) of the Issuer;
(iv) any breach of any Transaction Document by any party thereto;
(v) any violation or asserted violation of law by any Lender or any affiliate thereof;
(vi) the failure of any Lender to perform its obligations hereunder; or
(vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Lender shall be liable for any portion of such liability resulting from the Issuing Bank's gross negligence or willful misconduct.
(c) As promptly as practicable upon becoming aware that the Issuer has not reimbursed or will not reimburse or cause the Issuing Bank to be reimbursed in full for a Standby L/C Drawing under any Standby L/C in accordance with Section 4.02(a) or 4.02(b) on applicable Disbursement Date, the Issuing Bank shall notify the Administrative Agent which shall promptly notify each Lender to such effect and each Lender shall (i) not later than 4:30 p.m. (New York City time) on the Business Day such notice is received from the Administrative Agent (if such notice is received at or prior to 12:00 noon (New York City time)) or (ii) not later than 11:00 a.m. (New York City time) on the Business Day following receipt of such notice (if such notice is received after 12:00 noon (New York City time)) pay to the Administrative A...