Purchase and Sale of Participations Sample Clauses

Purchase and Sale of Participations. Subject to the terms and conditions of this Agreement, Lead Lender hereby transfers and sells to each Participant an undivided interest in the Term Loan and the Bourbon Collateral in an amount equal to such Participant’s Commitment (a Participant’s “Participation Interest”). A Participation Interest shall include participation, to the extent and with the priority provided in Section 5.1 below, in Lender’s security interests in and to the Bourbon Collateral. This sale of Participation Interests is made by Lead Lender absolutely without recourse and without representation or warranty on Lead Lender’s part except as expressly provided herein and each Participant shall be fully and irrevocably at risk to the extent of a Participation Interest in the Term Loan. Pursuant to the terms of this Agreement each Participant agrees to fund (i) a portion of the total outstanding Term Loan up to such Participant’s Commitment at the closing hereof, and (ii) such Participant’s Participation Percentage of all Reimbursable Expenses.
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Purchase and Sale of Participations. HCFT agrees to purchase from OSF from time to time, and OSF agrees to convey, without recourse to OSF, each of the Participations for a purchase price of the par amount of such Participation on the date of the settlement of each such purchase, subject to any adjustment mutually agreed to by OSF and HCFT.
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Purchase and Sale of Participations. Upon the occurrence of a Sharing Event, and after giving effect to any automatic conversion pursuant to Section 2.27(a), each Imbalance Lender shall (and hereby unconditionally and irrevocably agrees to) purchase and sell (in each case in Dollars) undivided participating interests in all Revolving Credit Loans outstanding to, and any unpaid L/C Reimbursement Obligations with respect to any of Letter of Credit owing by, the Borrowers in such amounts so that each such Imbalance Lender ceases to be an Imbalance Lender (although if because of fluctuations in currency exchange rates any Imbalance Lender would be required to purchase participations under this Section 2.27 that would cause such Lender's Revolving Credit Exposure (including participations therein purchased pursuant to this Section 2.27) to exceed such Revolving Lender's Combined Revolving Credit Commitment (immediately prior to giving effect to any termination thereof), then such excess participations shall not be sold and the related credit exposure shall be retained by the Revolving Lenders holding the same ratably in accordance with their Applicable Percentage for Loans of that type (US Revolving Credit Loans or Canadian Revolving Credit Loans (as applicable)). Upon any such occurrence, the Administrative Agent shall notify each Revolving Lender and shall specify the amount of Dollars required from such Revolving Lender in order to effect the purchases and sales by the various Revolving Lenders of participating interests in the amounts required above (together with accrued interest with respect to the period from the last interest payment date through the date of the Sharing Event plus any additional amounts payable by the Borrowers pursuant to Section 2.21 in respect of such accrued but unpaid interest); provided, in the event that a Sharing Event shall have occurred, each Imbalance Lender shall be deemed to have purchased and sold, as applicable, automatically and without request, such participating interests. Promptly upon receipt of such request, each Imbalance Lender shall deliver to the Administrative Agent (in immediately available funds in Dollars) the net amounts as specified by the Administrative Agent. The Administrative Agent shall promptly deliver the amounts so received to the various Revolving Lenders in such amounts as are needed to effect the purchases and sales of participations as provided above. Promptly following receipt thereof, each Lender which has sold participations in...
Sample 1
Purchase and Sale of Participations. (a) Subject to the terms, provisions and conditions hereof and of the Offering Schedules, the Lender hereby agrees to sell to the Participant and the Participant hereby agrees to purchase from the Lender, from time to time during the term of this Participation Agreement, Participation Interests equal to the Participant's Percentage Interest of the Loan; provided, however, that (i) in no event shall the Participant be obligated to purchase Participation Interests to the extent such purchase would cause the Participant's Outstanding Participation Amount to exceed the Maximum Participation Amount; (ii) in no event shall the Participant purchase Participation Interests which, in the aggregate, exceed Fifty Million Dollars ($50,000,000); (iii) the Lender shall retain for its own account an Undivided Interest in each Loan; and (iv) in the event that the Participant's acceptance of the Lender's offer to sell a Participation Interest is contingent upon its review of the related Loan Documents, such purchase of the Participation Interest shall not be consummated unless and until the Participant has delivered the Confirmation to the Lender.
Sample 1
Purchase and Sale of Participations in Each Letter of Credit. Upon the terms and subject to the conditions of this Agreement, each Bank hereby purchases from the Issuer, and the Issuer hereby sells to such Bank, an undivided participation in and to each Letter of Credit and the obligations of the Borrower under this Agreement with respect thereto equal to its respective Percentage. The Borrower agrees that each Bank purchasing a participation from the Issuer pursuant to this Section 2.1.3 may exercise all its rights to payment against the Borrower including the right of setoff, with respect to such participation as fully as if such Bank were the direct creditor of the Borrower in the amount of such participation.
Sample 1
Purchase and Sale of Participations. Agent may assist both Seller and Buyer in transactions to purchase participations and may receive a fee from the sale from either the Seller or Buyer or both. Agent may also enter into transactions to purchase participations from Seller and may act as a Secondary Seller without giving prior notice to Seller.
Sample 1

Related to Purchase and Sale of Participations

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS, FUTURES CONTRACTS AND FUTURES CONTRACT OPTIONS

  • Purchase and Sale of Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

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