Status of Participation Clause Samples

Status of Participation. In respect of each Funded Participation, (a) the Grantor does not, by virtue of the relevant Participation, transfer or assign any rights or obligations under the Relevant Portfolio Documentation or any Ancillary Rights and Claims applicable to such Funded Participation and the Participant will not acquire from the Grantor any of its rights in rem (dingliche Rechte) in the Portfolio Items or any of its rights or obligations vis-à-vis any Obligor or other third party or in any monies or Non-Cash Distributions received by the Grantor under or in relation to such Relevant Portfolio Documentation or the Ancillary Rights and Claims. In respect of each Funded Participation, the Participant shall not be subrogated to or substituted in respect of the Grantor’s claims by virtue of any payment under that Funded Participation and the Participant shall have no direct contractual relationship with or rights against any Obligor or other party to the Relevant Portfolio Documentation applicable to that Funded Participation (except the Grantor) by reason of that Funded Participation. (b) Subject to Clause 6.2, nothing in any Funded Participation shall place the Grantor under an obligation to enquire as to the occurrence or otherwise of an event of default under any Relevant Portfolio Documentation. (c) Subject to Clause 6.2, nothing in any Funded Participation shall place the Grantor under an obligation to exercise any rights of set-off it may have against any Obligor. (d) The Grantor’s obligations under each Funded Participation shall be subject to its obligations under the Relevant Portfolio Documentation applicable to that Funded Participation.
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Status of Participation. (a) Except as set forth in this Agreement, UBOC does not transfer or assign any rights or obligations under the documents evidencing the Transactions to the extent related to any Risk Participation Assets and Wachovia will have no proprietary interest in the benefit of the documents evidencing the Transactions or in any monies received by UBOC under or in relation to the documents evidencing the Transactions, in each case to the extent related to any Risk Participation Assets. (b) The right of the Wachovia to receive monies from UBOC with respect to any Risk Participation Asset is restricted to the extent of an amount equal to the relevant portion of any monies received and applied in accordance herewith by UBOC from any Obligor or Security Party. (c) Wachovia shall not be subrogated to or substituted in respect of UBOC's claims by virtue of any payment under a Participation and Wachovia shall have no contractual relationship with or rights against any Obligor or Security Party pursuant to the terms hereof except in any case in which UBOC defaults in its servicing obligation with respect to the relevant Risk Participation Assets and except for Risk Participation Assets converted to Wachovia in accordance with the terms hereof. (d) Nothing herein constitutes UBOC as agent, fiduciary or trustee for the Wachovia. (e) Nothing herein shall place UBOC under an obligation to exercise any rights of set-off it may have against any Obligor or Security Party; provided that if UBOC does elect or agree to set-off any such amounts, UBOC shall make Wachovia whole for any amounts to which Wachovia would be entitled hereunder with respect to the amount of such set-off reasonably attributable to the applicable Risk Participation Asset. (f) UBOC's obligations under the Participations shall be subject to its obligations under the documents evidencing the Transactions. (g) This Agreement and the agreements and understandings between the Parties in relation to a Participation shall not constitute a partnership, joint venture or any other form of association between UBOC and Wachovia.
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Status of Participation. (a) The Grantor does not transfer or assign any rights or obligations under the Credit Documentation and the Participant will have no proprietary interest in the benefit of the Credit Documentation or in any monies received by the Grantor under or in relation to the Credit Documentation; (b) The relationship between the Grantor and the Participant is that of debtor and creditor with the right of the Participant to receive monies from the Grantor restricted to the extent of an amount equal to the relevant portion of any monies received by the Grantor from any Obligor; (c) The Participant shall not be subrogated to or substituted in respect of the Grantor’s claims by virtue of any payment under the Funded Participation and the Participant shall have no direct contractual relationship with or rights against any Obligor;
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Status of Participation. (a) The Grantor does not transfer or assign any rights or obligations under the Credit Documentation and the Participant will have no proprietary interest in the benefit of the Credit Documentation or in any monies received by the Grantor under or in relation to the Credit Documentation; (b) The relationship between the Grantor and the Participant is that of debtor and creditor with the right of the Participant to receive monies from the Grantor restricted to the extent of an amount equal to the relevant portion of any monies received by the Grantor from any Obligor; (c) The Participant shall not be subrogated to or substituted in respect of the Grantor's claims by virtue of any payment under the Funded Participation and the Participant shall have no direct contractual relationship with or rights against any Obligor; (d) Nothing in the Funded Participation constitutes the Grantor as agent, fiduciary or trustee for the Participant; (e) Nothing in the Funded Participation shall place the Grantor under an obligation to enquire as to the occurrence or otherwise of an event of default under the Credit Documentation; (f) Nothing in the Funded Participation shall place the Grantor under an obligation to exercise any rights of set-off it may have against any Obligor; and (g) The Grantor's obligations hereunder shall be subject to its obligations under the Credit Documentation.
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Status of Participation. Other thanSave as provided in Clause 3.3 (Non-Cash Distributions): (a) 3.3, the Grantor does not transfer or assign any rights or obligations under the Credit Documentation and the Participant will have no proprietary interest in the benefit of the Credit Documentation or in any monies received by the Grantor under or in relation to the Credit Documentation; and (b) the Grantor does not transfer or assign any rights or obligations in respect of the Ancillary Rights and Claims and the Participant will have no proprietary interest in the benefit of the Credit Documentation or the Ancillary Rights and Claims or in any monies or Non-Cash Distributions received by the Grantor under or in relation to the Credit Documentation or the Ancillary Rights and Claims.;
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Status of Participation. (a) The Bank does not transfer or assign any rights or obligations under the Finance Documents and DLJ will, subject to the provisions of paragraph 2 and 3 above, have no proprietary interest in the benefit of the Finance Documents or in any monies received by the Bank under or in relation to the Finance Documents. (b) Nothing in this letter constitutes the Bank as agent, fiduciary or trustee for DLJ. (c) Without limiting its express obligations under this letter, the Bank may, without responsibility to DLJ: (i) exercise or refrain from exercising any or all of its rights, powers and discretions arising under or in connection with the Finance Documents; (ii) perform any other acts under the Finance Documents as it in its discretion sees fit. (d) The Bank does not make any representation or warranty in relation to, and is not responsible to DLJ for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (e) DLJ confirms that it: (i) has made its own independent investigation and assessment of the financial condition of each Obligor and its related entities in connection with this letter and has not relied on any information provided to it by the Bank in connection with this letter or any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities. (f) Without prejudice to any liability the Bank may have for breach of this letter, if any Obligor fails to perform any of its obligations under any Finance Document, DLJ shall have no recourse to the Bank in respect of that failure and by this letter the Bank notifies DLJ and DLJ acknowledges that the Bank shall not be required to reimburse DLJ for, or otherwise be responsible for, or assure DLJ against, any loss suffered by DLJ as a result of this letter.
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Related to Status of Participation

  • 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.

  • Status of Participant (a) The Participant hereby represents, covenants, and warrants that it is a participant in the DTC and that, with respect to Purchase Orders or Redemption Orders of Creation Units of ETF Shares of any Fund placed through the NSCC Clearing Process, it is a member of the NSCC and a participant in the CNS System of NSCC. With respect to Vanguard’s stock ETFs, Purchase Orders and Redemption Orders for Creation Units will settle either through the NSCC Clearing Process or Outside the NSCC Clearing Process. With respect to Vanguard’s bond ETFs, Purchase Orders and Redemption Orders will settle through the DTC and the Federal Reserve’s Fedwire System. If a Participant loses its status as a DTC Authorized Participant Agreement participant or NSCC member, or its eligibility to participate in the CNS System, it shall promptly notify the Distributor in writing of the change in status or eligibility, and the Distributor may terminate this Agreement. (b) The Participant hereby represents and warrants that, unless Section 5(c) is applicable, it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and is a member in good standing of the Financial Industry Regulatory Authority (”FINRA”). The Participant agrees that it will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Participant agrees to comply with all applicable federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Rules of FINRA, and that it will not offer or sell ETF Shares of any Fund in any state or jurisdiction where such shares may not lawfully be offered and/or sold. (c) If the Participant is offering and selling ETF Shares of any Fund in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered or qualified as a broker or dealer, or to be a member of FINRA, the Participant nevertheless agrees to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933 as amended (the “1933 Act”) and the regulations promulgated thereunder, and to conduct its business in accordance with the spirit of the FINRA Rules. (d) The Participant understands and acknowledges that the proposed method by which Creation Units of Vanguard ETF Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of ETF Shares may be issued and sold by the Fund on an ongoing basis, at any point a “distribution,” as such term is used in the 1933 Act, may occur. The Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in the distribution in a manner that could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. (A ▇▇▇▇▇▇ discussion of these risks appears in the SAI.) Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that person’s activities, and the Participant should consult legal counsel if the Participant is uncertain of its status. Neither the Distributor nor the Bank will indemnify the Participant for any violations of the federal securities laws committed by the Participant.

  • Repayment of Participations (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. (ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer 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 by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

  • Conditions of Participation An employee must be on payroll with the County during the entire calendar year to be eligible for incentive rewards.

  • 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).