Bulk Sale and Private Sale Sample Clauses

Bulk Sale and Private Sale. The Borrower understands that upon the occurrence of an Event of Default and the exercise of remedies pursuant to the Security Agreement, (a) a commercially reasonable bulk sale of the Eligible Pledged Shares may occur which may result in a substantially discounted realization value with respect to the Eligible Pledged Shares compared to the then current market price and (b) a commercially reasonable private sale of the Eligible Pledged Shares may occur which may result in less proceeds than a public sale.
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Bulk Sale and Private Sale. The Borrower understands that upon the occurrence of an Event of Default and the exercise of remedies pursuant to a Security Agreement, (a) a bulk sale of the Pledged Shares may occur which may result in a substantially discounted realization value with respect to the Pledged Shares compared to the then current market price and (b) a private sale of the Pledged Shares may occur which may result in less proceeds than a public sale. The Borrower acknowledges and agrees that (i) it shall be commercially reasonable to conduct any such sale of Pledged Shares as a bulk sale or private sale under the Uniform Commercial Code (notwithstanding any loss to the Borrower from a lower sale price as a result of such sale being a bulk sale or private sale) and (ii) neither the Agents nor the Lenders shall have any liability or responsibility for any such loss.
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Bulk Sale and Private Sale. The Borrower understands that upon the occurrence of an Event of Default and the exercise of remedies pursuant to the Security Agreement, (a) a bulk sale of the Eligible Pledged Shares may occur which may result in a substantially discounted realization value with respect to the Eligible Pledged Shares compared to the then current market price and (b) a private sale of the Eligible Pledged Shares may occur which may result in less proceeds than a public sale. The Borrower acknowledges and agrees that (i) any such bulk sale or private sale made in accordance with applicable Laws shall be a commercially reasonable disposition under the Uniform Commercial Code notwithstanding any loss to it from a lower sale price and (ii) neither the Agents nor the Lenders shall have any liability or responsibility for any such loss resulting from a sale made in accordance with applicable Laws.
Sample 1
Bulk Sale and Private Sale. The Borrower understands that upon the occurrence of an Event of Default and the exercise of remedies pursuant to the Security Agreement, (a) a bulk sale of Class A Shares issuable upon exchange of the Pledged Shares and Pledged Units may occur that may result in a substantially discounted realization value with respect to the Pledged Shares and Pledged Units compared to the then current market price or the then current market value of the Pledged Shares and Pledged Units, (b) a private sale of Class A Shares issuable upon exchange of the Pledged Shares and Pledged Units may occur that may result in less proceeds than a public sale and/or a private sale of Pledged Shares and Pledged Units and (c) a bulk sale and/or private sale of Pledged Shares, Pledged Units and/or Pledged IDRs may occur that may result in a substantially discounted realization value with respect to the Pledged Shares, Pledged Units and Pledged IDRs compared to the then current market price or the then current market value of the Pledged Shares, Pledged Units and Pledged IDRs and/or less proceeds than a public sale of Pledged Shares, Pledged Units and Pledged IDRs. The Borrower acknowledges and agrees that, to the extent any Lender or Agent exercises any of its rights or remedies through any such bulk sale or private sale, (i) such bulk sale or private sale may result in a lower sale price than would be obtainable through a public sale and (ii) such bulk sale or private sale shall not be considered to be not commercially reasonable disposition under the Uniform Commercial Code solely because it is conducted as a bulk or private sale or results in a lower sale price than would be obtainable through a public sale.
Sample 1

Related to Bulk Sale and Private Sale

  • Bulk Sale To the extent such laws are applicable to the transactions contemplated herein, Buyer and Seller waive compliance with the uniform commercial code provisions of the laws of any jurisdiction regarding bulk transfers, and Seller covenants and agrees to pay and discharge when due, unless contested by appropriate proceedings, all creditors and all liabilities of Seller pertaining to the Property.

  • Waiver of Bulk-Sale and Bulk-Transfer Laws SpinCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group. Parent hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

  • Bulk Sales The execution, delivery and performance of this Agreement do not require compliance with any “bulk sales” act or similar law by the Servicer.

  • Bulk Transfer The Seller represents and warrants that the transfer, assignment and conveyance of the Receivables by the Seller pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

  • Bulk Transfers Purchaser waives compliance with the provisions of all applicable Laws relating to bulk transfers in connection with the transfer of the Purchased Assets.

  • Bulk Sales Waiver Buyer hereby waives compliance with all applicable bulk sales Laws.

  • Bulk Sales Act No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

  • Bulk Sales Law Buyer hereby waives compliance by Seller of any applicable bulk sales law and Seller agrees, to make full and timely payment when due of all amounts owed by such Seller to its creditors. Seller agrees to indemnify and hold Buyer harmless from, and reimburse Buyer for, any loss, cost, expense, liability or damage (including reasonable counsel fees and disbursements and expenses) which Buyer may suffer or incur by virtue of the non-compliance by Seller with such laws.

  • Bulk Sales Laws The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.

  • Bulk Sales Compliance The Buyer hereby waives compliance by the Seller with the provisions of the "bulk sales laws" of any state which may be applicable to the transactions contemplated hereby; provided, however, that the Seller shall indemnify the Buyer in connection with such noncompliance to the extent provided in Article 6 hereof.

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