Acquisition by Participant Sample Clauses

Acquisition by Participant. Subject to the terms and conditions of this Agreement and in reliance on representations, warranties and covenants contained herein, Participant establishes with Seller the terms on which Participant shall purchase an undivided beneficial ownership interest in a Mortgage Loan when Participant so elects. The percentage of Participant’s undivided interest in any Mortgage Loan shall be the percentage that is equal at any time to the percentage that the unpaid balance of the amount paid by Participant bears to the unpaid balance of the Mortgage Loan (the “Ownership Interest”). Participant’s Ownership Interest for any Mortgage Loan may vary from time to time. Each date of Participant’s acquisition of an Ownership Interest is referred to as a “Funding Date”. The purchase of an Ownership Interest in a Mortgage Loan shall be subject to (a) the review and approval by Participant of the Mortgage Loan Documents (hereinafter defined) and such other documents relating to the Mortgage Loan as Participant deems appropriate, (b) the delivery to Participant of an original Participation Certificate, hereinafter defined, for Participant’s Ownership Interest, (c) Participant’s satisfaction with Seller’s ability to dispose of the Mortgage Loan through a sale or securitization of the Mortgage Loan pursuant to one or more binding agreements with an independent third party or parties (the “Take-Out”) to an investor acceptable to Participant (the “Investor”), (d) Participant’s satisfaction with the borrower’s creditworthiness, and (e) the Mortgage Loan having terms acceptable to Participant. The purchase price for the Ownership Interest in each Mortgage Loan shall be an amount equal to (a) the least of (i) Participant’s Ownership Interest of the unpaid principal balance of the Mortgage Loan, (ii) the amount advanced by Seller at the closing of the Mortgage Loan net of all amounts credited to Seller or (iii) the amount to be paid by Investor in accordance with Section 2.2(gg), plus (b) the percentage of Participant’s Ownership Interest of the amount of interest accrued on the Mortgage Loan. The purchase of an Ownership Interest in a Mortgage Loan is at Participant’s sole discretion, and there is no obligation on Purchaser’s part to acquire an Ownership Interest in any Mortgage Loan. When Purchaser does acquire an Ownership Interest in a Mortgage Loan, however, this Agreement shall apply to the acquisition. As a guidance to Participant (and not as a commitment) Participant does not ...
Sample 1
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Acquisition by Participant. (a) Subject to the terms and conditions of this Agreement and in reliance on representations, warranties and covenants contained herein, Participant establishes with Seller the terms on which Participant shall purchase an undivided beneficial ownership interest in each Warehouse Loan. The percentage of Participant’s undivided interest in each Warehouse Loan shall be determined as set forth on the Participation Certificate, hereinafter defined (the “Ownership Interest”).
Sample 1

Related to Acquisition by Participant

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Termination by Reason of Retirement If the Grantee's employment by the Company terminates by reason of Retirement (as defined in the Plan), the Restricted Stock Units granted hereunder shall not be forfeited but shall be settled in Stock to the Grantee on the same schedule as provided in Section 2 (or otherwise) as if the Grantee had continued employment through each such Vesting Date (or such other vesting event pursuant to Section 3.4 or Section 5.2).

  • Participation by Holders Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

  • Voluntary Termination by the Executive Notwithstanding anything in this Agreement to the contrary, the Executive may, upon not less than thirty (30) days' written notice to the Company, voluntarily terminate employment for any reason (including retirement under the terms of the Company's retirement plan as in effect from time to time).

  • Termination by the Executive for Good Reason Termination by the Executive of the Executive’s employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following, the occurrence of any of the following events:

  • Voluntary Termination by Company COMPANY shall have the right to terminate this Agreement, for any reason, (i) upon at least six (6) months prior written notice to M.I.T., such notice to state the date at least six (6) months in the future upon which termination is to be effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date.

  • Termination by the Employee for Good Reason The Employee may terminate this Agreement at any time upon the occurrence of any of the following events (each a "Good Reason"), if such occurrence takes place without the express written consent of the Employee:

  • Voluntary Termination by the Employee The Employee may voluntarily terminate the Employee's status as employee for other than Good Reason.

  • Termination by the Employer for Cause The Executive’s employment under this Agreement may be terminated for Cause (as defined below) on the part of the Employer effective upon a vote of the Board of Directors, prior to which the Employer shall have given the Executive ten (10) days prior written notice and the opportunity to be heard on such matter at a meeting of the Board. Only the following shall constitute “Cause” for such termination:

  • Resignation by the Executive for Good Reason The Executive shall have the right to terminate his employment for Good Reason by written notice to the Company specifying the particulars of the circumstances forming the basis for such Good Reason.

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