Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 11 contracts

Samples: Guaranty and Security Agreement (Diplomat Pharmacy, Inc.), Guaranty and Security Agreement (Diplomat Pharmacy, Inc.), Guaranty and Security Agreement (Papa Murphy's Holdings, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 9 contracts

Samples: Guaranty and Security Agreement (Alere Inc.), Guaranty and Security Agreement (Assisted Living Concepts Inc), Guaranty and Security Agreement (CBaySystems Holdings LTD)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent or any Lender or other Secured Party to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent or any Lender to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by the Collateral Agent or such Lender to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, licenses or other ~~consents,~~ consents for access to any Collateral to sell or license or for the collection or sale or licensing of any Collateral, or, if not required by other Requirements of Law, fail to obtain ~~Permits~~ permits, licenses or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by ~~Agent~~the Collateral Agent or such Lender, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent or such Lender in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim ~~disposition~~ warranties, such as title, ~~possession~~ merchantability, possession, non-infringement or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent or any Lender or other Secured Party against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent and Lenders a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Collateral Agent, Lenders or any other Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent or any Lender or other Secured Party that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 7 contracts

Samples: Loan Agreement (Collegium Pharmaceutical, Inc), Loan Agreement (Global Blood Therapeutics, Inc.), Guaranty and Security Agreement (Akebia Therapeutics, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) unless required by Requirements of Law, fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, ~~if not required by other Requirements of Law, fail to obtain Permits or other consents~~ for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of any Collateral or to provide to the Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 6 contracts

Samples: First Lien Credit Agreement (GSE Holding, Inc.), Second Lien Guaranty and Security Agreement (GSE Holding, Inc.), Second Lien Credit Agreement (GSE Holding, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is ~~not~~ commercially ~~unreasonable~~ reasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 5 contracts

Samples: Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP), Guaranty and Security Agreement (Francesca's Holdings CORP)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 5 contracts

Samples: Security Agreement (Cinedigm Digital Cinema Corp.), Guaranty and Security Agreement (Cinedigm Digital Cinema Corp.), Guaranty and Security Agreement (Cinedigm Digital Cinema Corp.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ any Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 5 contracts

Samples: u.s. Revolving Guaranty and Security Agreement (Real Industry, Inc.), Canadian Revolving Guarantee and Security Agreement (Real Industry, Inc.), u.s. Revolving Guaranty and Security Agreement (Real Industry, Inc.)

Commercially Reasonable. To the extent that applicable ~~Requirements~~ requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ transfer or for the collection or ~~sale~~ transfer of any Collateral, or, if not required by other ~~Requirements~~ requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 6.7 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~6.7. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 6.7 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements~~ requirements of Law in the absence of this Section ~~6.1~~6.7.

Appears in 5 contracts

Samples: First Lien Guarantee and Collateral Agreement (SFX Entertainment, INC), Second Lien Collateral Agreement (SFX Entertainment, INC), Credit Agreement (SFX Entertainment, INC)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Agent to exercise remedies in a commercially reasonable manner, each ~~Grantor~~ Loan Party acknowledges and agrees that it is not commercially unreasonable for the Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any ~~Grantor~~Loan Party, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of any Collateral or to provide to the Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 4 contracts

Samples: Senior Secured Debtor in Possession Credit Agreement (Colt Finance Corp.), Senior Secured Superpriority Debtor in Possession Term Loan Agreement (Colt Finance Corp.), Term Loan Agreement (Colt Finance Corp.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is ~~not~~ commercially ~~unreasonable~~ reasonable for Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished ~~goods~~ Goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against ~~account debtors~~ any Receivables Obligor or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against ~~account debtors~~ Receivables Obligors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ any Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this ~~Section 6.1~~Section. ~~Without limitation upon the foregoing, nothing~~ Nothing contained in this Section ~~6.1~~ shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this ~~Section 6.1~~Section.

Appears in 4 contracts

Samples: Credit Agreement (Jakks Pacific Inc), Guaranty and Security Agreement (Jakks Pacific Inc), Guaranty and Security Agreement (Igi Laboratories, Inc)

Commercially Reasonable. To the extent that applicable ~~Requirements~~ requirements of ~~Law~~ law impose duties on the Agent to exercise remedies in a commercially reasonable manner, each ~~Grantor~~ Guarantor acknowledges and agrees that it is not commercially unreasonable for the Agent to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by the Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral ~~to sell~~ or for the collection or ~~sale~~ transfer of any Collateral, or, if not required by other ~~Requirements~~ requirements of ~~Law~~law, fail to obtain ~~Permits~~ permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other ~~Persons~~ persons obligated on any Collateral or to remove ~~Liens~~ liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any ~~Grantor~~Guarantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other ~~Persons~~ persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of any Collateral or to provide to the Agent a guaranteed return from the collection or disposition of any Collateral. Each ~~Grantor~~ Guarantor acknowledges that the purpose of this Section ~~6.1~~ 4.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured Parties~~ Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~4.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 4.1 shall be construed to grant any rights to any ~~Grantor~~ Guarantor or to impose any duties on the Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements~~ requirements of ~~Law~~ law in the absence of this Section ~~6.1~~4.1.

Appears in 3 contracts

Samples: Guaranty, Pledge and Security Agreement, Guaranty, Pledge and Security Agreement (Peplin Inc), Guaranty, Pledge and Security Agreement (Peplin Inc)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the US Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the US Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the US Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) unless required by Requirements of Law, fail to obtain Permits, or other ~~consents,~~ consents for (A) access to any Collateral to ~~sell or for~~ sell, (B) the collection or sale of any Collateral, ~~or, if not required by other Requirements of Law, fail to obtain Permits~~ or ~~other consents for~~ (C) the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the US Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the US Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the US Agent against risks of loss, collection or disposition of any Collateral or to provide to the US Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the US Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 3 contracts

Samples: Guaranty and Security Agreement (Thermon Group Holdings, Inc.), Guaranty and Security Agreement (Thermon Holding Corp.), Guaranty and Security Agreement (Thermon Holding Corp.)

Commercially Reasonable. To the extent that ~~applicable Requirements of~~ any Applicable Law ~~impose~~ imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each ~~Grantor~~ Obligor acknowledges and agrees that the Administrative Agent shall be deemed to have complied with such duties even if it ~~is not commercially unreasonable for Agent to do any of the following~~shall: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements of~~ Applicable Law, fail to obtain ~~Permits~~ permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any ~~Grantor~~Obligor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 3 contracts

Samples: Senior Secured Super Priority Debtor in Possession Loan and Security Agreement (Core Scientific, Inc./Tx), Loan and Security Agreement (Core Scientific, Inc./Tx), Loan and Security Agreement (Core Scientific, Inc./Tx)

Commercially Reasonable. To the extent that ~~applicable Requirements of~~ any Applicable Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (ia) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for ~~disposition~~ Disposition or otherwise to complete raw material or work in process into finished goods or other finished products for ~~disposition~~Disposition; (iib) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements of~~ Applicable Law, fail to obtain ~~Permits~~ permits, Authorizations or other consents for the collection or ~~disposition~~ Disposition of any Collateral; (~~iii~~c) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (ivd) advertise ~~dispositions~~ Dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (ve) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the ~~disposition~~ Disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or ~~disposition~~ Disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to ~~dispose~~ Dispose of any Collateral; (vif) ~~dispose~~ Dispose of assets in wholesale rather than retail markets; (~~vii~~g) disclaim ~~disposition~~ Disposition warranties, such as title, possession or quiet enjoyment; or (~~viii~~h) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or ~~disposition~~ Disposition of any Collateral or to provide to Agent a guaranteed return from the collection or ~~disposition~~ Disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 6.14 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ any Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~6.14. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 6.14 shall be construed to grant any rights to any Grantor or to impose any duties on Agent or any other Secured Party that would not have been granted or imposed by this Agreement or by ~~applicable Requirements of~~ Applicable Law in the absence of this Section ~~6.1~~6.14.

Appears in 3 contracts

Samples: Guaranty and Security Agreement, Guaranty and Security Agreement (Aerie Pharmaceuticals Inc), Guaranty and Security Agreement (Aerie Pharmaceuticals Inc)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on ~~Agent~~ the Lender to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ the Lender to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by ~~Agent~~ the Lender to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by ~~Agent~~the Lender, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ the Lender in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ the Lender against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ the Lender a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured Parties~~ Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on ~~Agent~~ the Lender that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Master Reaffirmation Agreement (Zoe's Kitchen, Inc.), Master Reaffirmation Agreement (Zoe's Kitchen, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) unless required by Requirements of Law, fail to obtain Permits, or other ~~consents,~~ consents for (A) access to any Collateral to ~~sell or for~~ sell, (B) the collection or sale of any Collateral, ~~or, if not required by other Requirements of Law, fail to obtain Permits~~ or ~~other consents for~~ (C) the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~5.1.

Appears in 2 contracts

Samples: Security Agreement (Thermon Holding Corp.), Security Agreement (Thermon Holding Corp.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent or any Lender or other Secured Party to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent or any Lender to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by the Collateral Agent or such Lender to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, licenses or other ~~consents,~~ consents for access to any Collateral to sell or license or for the collection or sale or licensing of any Collateral, or, if not required by other Requirements of Law, fail to obtain ~~Permits~~ permits, licenses or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by ~~Agent~~the Collateral Agent or such Lender, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent or such Lender in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim ~~disposition~~ warranties, such as title, ~~possession~~ merchantability, possession, non-infringement or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent or any Lender or other Secured Party against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent and Lenders a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Loan Agreement (UroGen Pharma Ltd.), Loan Agreement (UroGen Pharma Ltd.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of any Collateral or to provide to the Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Guaranty and Security Agreement (WII Components, Inc.), Guaranty and Security Agreement (Akorn Inc)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance ~~or credit enhancements~~ to insure the Administrative Agent against risks of loss, ~~collection or disposition of any Collateral or to provide to Agent a guaranteed return from the~~ collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Guaranty and Security Agreement (Access Integrated Technologies Inc), Credit Agreement (Access Integrated Technologies Inc)

Commercially Reasonable. To the extent that applicable ~~Requirements~~ Requirement of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements~~ Requirement of Law, fail to obtain ~~Permits~~ permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 6.1(f) is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ any Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~6.1(f). Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 6.1(f) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements~~ Requirement of Law in the absence of this Section ~~6.1~~6.1(f).

Appears in 2 contracts

Samples: Security Agreement (AgeX Therapeutics, Inc.), Security Agreement (AgeX Therapeutics, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~5.1.

Appears in 2 contracts

Samples: Security Agreement (Olympic-Cascade Publishing, Inc.), Security Agreement (Newsprint Ventures, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on ~~Agent~~ the Secured Party to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ the Secured Party to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by ~~Agent~~ the Secured Party to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, licenses or other consents, for access to any Collateral to sell or otherwise dispose of any Collateral or for the collection or ~~sale~~ disposition of any Collateral, or, if not required by other Requirements of Law, fail to obtain ~~Permits~~ permits, licenses or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by ~~Agent~~the Secured Party, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ the Secured Party in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ the Secured Party against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ the Secured Party a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on ~~Agent~~ the Secured Party that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~5.1.

Appears in 2 contracts

Samples: Security Agreement (Qt Imaging Holdings, Inc.), Security Agreement (AtlasClear Holdings, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against ~~account debtors~~ Account Debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against ~~account debtors~~ Account Debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Security Agreement (Unisys Corp), Security Agreement (Unisys Corp)

Commercially Reasonable. To the extent that applicable ~~Requirements of Law impose~~ law imposes duties on ~~Agent~~ the Secured Party to exercise remedies in a commercially reasonable manner, ~~each~~ the Grantor acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ the Secured Party to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by ~~Agent~~ the Secured Party to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements of Law~~applicable law, fail to obtain ~~Permits~~ permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as ~~any~~ the Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by ~~Agent~~the Secured Party, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ the Secured Party in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ the Secured Party against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ the Secured Party a guaranteed return from the collection or disposition of any Collateral. ~~Each~~ The Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1(f) is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1(f). Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1(f) shall be construed to grant any rights to ~~any~~ the Grantor or to impose any duties on ~~Agent~~ the Secured Party that would not have been granted or imposed by this Agreement or by applicable ~~Requirements of Law~~ law in the absence of this Section ~~6.1~~5.1(f).

Appears in 2 contracts

Samples: Security Agreement (UA Granite Corp), Security Agreement (Stevia Corp)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ any Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Guaranty and Security Agreement (Rimini Street, Inc.), Guaranty and Security Agreement (Rimini Street, Inc.)

Commercially Reasonable. To the extent that applicable ~~Requirements of Law~~ Regulations impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ Losses reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ dispose of, or for the collection ~~or sale of~~ of, any Collateral, or, if not required by other ~~Requirements of Law~~Regulations, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in private sales instead of, or through exchange or wholesale rather ~~than~~ than, retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured~~ Purchaser Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements of Law~~ Regulations in the absence of this Section ~~6.1~~5.1.

Appears in 2 contracts

Samples: Security Agreement (ReShape Lifesciences Inc.), Security Agreement (Vsee Health, Inc.)

Commercially Reasonable. To the extent that applicable ~~Requirements of Law~~ Laws impose duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by the Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements of Law~~Laws, fail to obtain ~~Permits~~ permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of any Collateral or to provide to the Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured~~ Credit Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements of Law~~ Laws in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Guaranty and Security Agreement, Guaranty and Security Agreement (Vertex Energy Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on ~~Agent~~ the Collateral Trustee to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ the Collateral Trustee to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by ~~Agent~~ the Collateral Trustee to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by ~~Agent~~the Collateral Trustee, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ the Collateral Trustee in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ the Collateral Trustee against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ the Collateral Trustee a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on ~~Agent~~ the Collateral Trustee that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Security Agreement (Unisys Corp), Security Agreement (Unisys Corp)

Commercially Reasonable. To the extent that applicable ~~Requirements~~ Requirement of Law impose duties on ~~Agent~~ Lender to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ Lender to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by ~~Agent~~ Lender to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, licenses or other ~~consents,~~ consents for access to any Collateral to sell or license or for the collection or sale or licensing of any Collateral, or, if not required by other ~~Requirements~~ Requirement of Law, fail to obtain ~~Permits~~ permits, licenses or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by ~~Agent~~Lender, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ Lender in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim ~~disposition~~ warranties, such as title, ~~possession~~ merchantability, possession, non-infringement or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ Lender against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ Lender a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on ~~Agent~~ Lender that would not have been granted or imposed by this Agreement or by applicable ~~Requirements~~ Requirement of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Guaranty and Security Agreement (iRhythm Technologies, Inc.), Guaranty and Security Agreement (iRhythm Technologies, Inc.)

Commercially Reasonable. To the extent that applicable ~~Requirements of Law~~ Regulations impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, ~~each~~ the Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ dispose of, or for the collection ~~or sale of~~ of, any Collateral, or, if not required by other ~~Requirements of Law~~Regulations, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as ~~any~~ the Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral~~; (vi)~~ ; dispose of assets in private sales instead of, or through exchange or wholesale rather ~~than~~ than, retail markets; (~~vii~~vi) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (~~viii~~vii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. ~~Each~~ The Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured~~ Purchaser Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to ~~any~~ the Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements of Law~~ Regulations in the absence of this Section ~~6.1~~5.1.

Appears in 2 contracts

Samples: Security Agreement (Chromocell Therapeutics Corp), Security Agreement (Chromocell Therapeutics Corp)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, licenses or other ~~consents,~~ consents for access to any Collateral to sell or license or for the collection or sale or licensing of any Collateral, or, if not required by other Requirements of Law, fail to obtain ~~Permits~~ permits, licenses or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim ~~disposition~~ warranties, such as title, ~~possession~~ merchantability, possession, non-infringement or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Guaranty and Security Agreement, Guaranty and Security Agreement (Horizon Pharma, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are not commercially ~~reasonable~~ unreasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ any Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Guaranty and Security Agreement (Radioshack Corp), Guaranty and Security Agreement (Radioshack Corp)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on ~~Agent~~ Lender to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ Lender to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by ~~Agent~~ Lender to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by ~~Agent~~Lender, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ Lender in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ Lender against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ Lender a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ any Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on ~~Agent~~ Lender that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Guaranty and Security Agreement (Imation Corp), Stock Purchase Agreement (Imation Corp)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Guaranty and Security Agreement (Alere Inc.), Guaranty and Security Agreement (Danka Business Systems PLC)

Commercially Reasonable. To the extent that applicable ~~Requirements~~ requirements of ~~Law~~ law impose duties on ~~Agent~~ the Secured Party to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ the Secured Party to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by ~~Agent~~ the Secured Party to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ dispose of or for the collection or ~~sale~~ disposition of any Collateral, or, if not required by other ~~Requirements~~ requirements of ~~Law~~law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by ~~Agent~~the Secured Party, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ the Secured Party in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ the Secured Party against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ the Secured Party a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.01 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.01. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.01 shall be construed to grant any rights to any Grantor or to impose any duties on ~~Agent~~ the Secured Party that would not have been granted or imposed by this Agreement or by applicable ~~Requirements~~ requirements of ~~Law~~ law in the absence of this Section ~~6.1~~5.01.

Appears in 2 contracts

Samples: Security Agreement (Palm Harbor Homes Inc /Fl/), Security Agreement (Cavco Industries Inc)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this ~~Agreement~~ Agreement, the other Loan Documents or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Second Lien Guaranty and Security Agreement (Westwood One Inc /De/), Guaranty and Security Agreement (Westwood One Inc /De/)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on ~~Agent~~ Lender or any other Secured Party to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ Lender to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by ~~Agent~~ Lender to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, licenses or other ~~consents,~~ consents for access to any Collateral to sell or license or for the collection or sale or licensing of any Collateral, or, if not required by other Requirements of Law, fail to obtain ~~Permits~~ permits, licenses or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by ~~Agent~~Lender, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ Lender in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim ~~disposition~~ warranties, such as title, ~~possession~~ merchantability, possession, non-infringement or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ Lender and any other Secured Party against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ Lender a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ Lender or any other Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on ~~Agent~~ Lender or any other Secured Party that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Loan Agreement, Loan Agreement (Amicus Therapeutics Inc)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. 1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 2 contracts

Samples: Second Lien Guaranty and Security Agreement (Inverness Medical Innovations Inc), First Lien Guaranty and Security Agreement (Inverness Medical Innovations Inc)

Commercially Reasonable. To the extent that applicable ~~Requirements of Law~~ Regulations impose duties on the Purchaser Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Purchaser Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Purchaser Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ dispose of, or for the collection ~~or sale of~~ of, any Collateral, or, if not required by other ~~Requirements of Law~~Regulations, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Purchaser Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Purchaser Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Purchaser Agent against risks of loss, collection or disposition of any Collateral or to provide to the Purchaser Agent a guaranteed return from the collection or disposition of any Collateral. . A. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1. Without~~ 5.1Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Purchaser Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements of Law~~ Regulations in the absence of this Section ~~6.1~~5.1.

Appears in 2 contracts

Samples: Security Agreement (Unique Logistics International Inc), Securities Purchase Agreement (Bergio International, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: : (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to ~~complete~~ com- plete raw material or work in process into finished goods or other finished products for ~~disposition;~~ disposi- tion; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; ; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; ; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; , unless prohibited by applicable Requirements of Law; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Adminis- trative Agent, obtain the services of other brokers, investment bankers, consultants and other ~~professionals~~ pro- fessionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Townsquare Media, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Dispose of or for the collection or ~~sale~~ Disposition of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Palm Harbor Homes Inc /Fl/)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, ~~collection~~ collection, or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ any Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Nobilis Health Corp.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on ~~Agent~~ the Subordinated Lender to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ the Subordinated Lender to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by ~~Agent~~ the Subordinated Lender to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by ~~Agent~~the Subordinated Lender, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ the Subordinated Lender in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ the Subordinated Lender against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ the Subordinated Lender a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured Parties~~ Subordinated Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on ~~Agent~~ the Subordinated Lender that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Akorn Inc)

Commercially Reasonable. To the extent that ~~applicable Requirements of~~ any Applicable Law ~~impose~~ imposes duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each ~~Grantor~~ Obligor acknowledges and agrees that each Agent shall be deemed to have complied with such duties even if it ~~is not commercially unreasonable for Agent to do any of the following~~shall: (i) fail to incur significant costs, expenses or other ~~Liabilities reasonably deemed as such by Agent~~ liabilities to prepare any Collateral for ~~disposition~~ Disposition or otherwise to complete raw material or work in process into finished goods or other finished products for ~~disposition~~Disposition; (ii) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements of~~ Applicable Law, fail to obtain ~~Permits~~ permits or other consents for the collection or ~~disposition~~ Disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise ~~dispositions~~ Dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any ~~Grantor~~Obligor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the ~~disposition~~ Disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by such Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist such Agent in the collection or ~~disposition~~ Disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to ~~dispose~~ Dispose of any Collateral; (vi) ~~dispose~~ Dispose of assets in wholesale rather than retail markets; (vii) disclaim ~~disposition~~ Disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or ~~disposition~~ Disposition of any Collateral or to provide to any Agent a guaranteed return from the collection or ~~disposition~~ Disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Core Scientific, Inc./Tx)

Commercially Reasonable. To the extent that applicable ~~Requirements of Law~~ Regulations impose duties on the Purchaser Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Purchaser Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Purchaser Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ dispose of, or for the collection ~~or sale of~~ of, any Collateral, or, if not required by other ~~Requirements of Law~~Regulations, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Purchaser Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Purchaser Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Purchaser Agent against risks of loss, collection or disposition of any Collateral or to provide to the Purchaser Agent a guaranteed return from the collection or disposition of any Collateral. . (ix) Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1. Without~~ 5.1Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Purchaser Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements of Law~~ Regulations in the absence of this Section ~~6.1~~5.1.

Appears in 1 contract

Samples: Security Agreement (Fresh Vine Wine, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ any Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (FTE Networks, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, ~~each~~ the Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as ~~any~~ the Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. ~~Each~~ The Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured Parties~~ Collateral Agent or the Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to ~~any~~ the Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Security Agreement (Cinedigm Corp.)

Commercially Reasonable. To the extent that applicable Legal Requirements ~~of Law~~ impose duties on ~~Agent~~ the Purchaser to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ the Purchaser to do any of the ~~following~~following in connection with the exercise of remedies by the Purchaser during the continuance of an Event of Default: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by ~~Agent~~ the Purchaser to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements of Law~~Legal Requirements, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent reasonably deemed appropriate by ~~Agent~~the Purchaser, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ the Purchaser in the collection or disposition of any Collateral, or utilize ~~Internet~~ internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ the Purchaser against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ the Purchaser a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies after the occurrence and during the continuance of an Event of Default against any Collateral and that other actions or omissions by the ~~Secured Parties~~ Purchaser shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on ~~Agent~~ the Purchaser that would not have been granted or imposed by this Agreement or by applicable Legal Requirements ~~of Law~~ in the absence of this Section 6.1.

Appears in 1 contract

Samples: Securities Purchase Agreement (TLG Acquisition One Corp.)

Commercially Reasonable. To the extent that applicable ~~Requirements of Law impose~~ law imposes duties on ~~Agent~~ the Secured Party to exercise remedies in a commercially reasonable manner, ~~each Grantor~~ the Debtor acknowledges and agrees that it is not commercially unreasonable for ~~Agent to do any of~~ the ~~following:~~ Secured Party (i) to fail to incur ~~significant costs,~~ expenses ~~or other Liabilities~~ reasonably deemed ~~as such~~ significant by ~~Agent~~ the Secured Party to prepare ~~any~~ Collateral for disposition or otherwise to complete raw ~~material~~ materials or work in process into finished goods or other finished products for disposition; , (ii) to fail to obtain ~~Permits, or other consents,~~ third party consent for access to ~~any~~ Collateral to ~~sell~~ be disposed of, or ~~for the collection or sale of any Collateral,~~ to obtain or, if not required by other ~~Requirements of Law~~law, to fail to obtain ~~Permits~~ governmental or ~~other~~ third party consents for the collection or disposition of ~~any Collateral;~~ Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against ~~account~~ Account debtors or other ~~Persons~~ persons obligated on ~~any~~ Collateral or to remove ~~Liens on any Collateral~~ or fail to remove Liens or encumbrances on or any adverse claims against ~~any~~ Collateral; , (iv) to exercise collection remedies against Account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of ~~any~~ Collateral through publications or media of general circulation, whether or not ~~such~~ the Collateral is of a specialized nature, or (vi) to contact other Persons, whether or not in the same business as ~~any Grantor~~the Debtor, for expressions of interest in acquiring all or any ~~such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any~~ portion of the Collateral, ~~directly~~ (vii) to hire or ~~through the use of collection agencies or other collection specialists,~~ not hire one or more professional auctioneers to assist in the disposition of ~~any~~ Collateral, whether or not ~~such~~ the Collateral is of a specialized nature, ~~or,~~ (viii) to ~~the extent deemed appropriate~~ dispose of Collateral by ~~Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize~~ utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable ~~capacity~~ capability of doing so, or that match buyers and sellers of ~~assets~~ assets, (ix) to ~~dispose of any Collateral; (vi)~~ dispose of assets in wholesale rather than retail markets; , (~~vii~~x) to disclaim disposition warranties, ~~such as title, possession~~ (xi) to purchase or ~~quiet enjoyment; or (viii)~~ fail to purchase insurance or credit enhancements to insure ~~Agent~~ the Secured Party against risks of loss, collection or disposition of ~~any~~ Collateral or to provide ~~to Agent~~ the Secured Party a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Secured Party, to obtain the services of investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. ~~Each Grantor~~ The Debtor acknowledges that the purpose of this ~~Section 6.1~~ paragraph is to provide a non-exhaustive ~~list~~ indications of what actions or omissions ~~that are~~ by the Secured Party would not be commercially ~~reasonable when exercising~~ unreasonable in the Secured Party’s exercise of remedies against ~~any~~ the Collateral and that other actions or omissions by the Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this ~~Section 6.1~~paragraph. Without limitation ~~upon~~ of the foregoing, nothing contained in this ~~Section 6.1~~ paragraph shall be construed to grant any rights to ~~any Grantor~~ the Debtor or to impose any duties on ~~Agent~~ the Secured Party that would not have been granted or imposed by this Agreement or by applicable ~~Requirements of Law~~ law in the absence of this ~~Section 6.1~~paragraph.

Appears in 1 contract

Samples: Security Agreement (A-Mark Precious Metals, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Primary Administrative Agent or on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Primary Administrative Agent or the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Primary Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Primary Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Primary Administrative Agent or the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Primary Administrative Agent and the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Primary Administrative Agent or the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Primary Administrative Agent or on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Dayton Superior Corp)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on ~~Agent~~ Collateral Trustee to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ Collateral Trustee to do any of the following: (i) ~~fail to~~ incur significant costs, expenses or other Liabilities ~~reasonably~~ deemed ~~as such~~ reasonable by ~~Agent~~ Collateral Trustee to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by ~~Agent~~Collateral Trustee, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ Collateral Trustee in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ Collateral Trustee against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ Collateral Trustee a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on ~~Agent~~ Collateral Trustee that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~5.1.

Appears in 1 contract

Samples: Parity Lien Security Agreement (CVR Partners, Lp)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~5.1.

Appears in 1 contract

Samples: Security Agreement (McClatchy Co)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on ~~Agent~~ the Collateral Trustee to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ the Collateral Trustee to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by ~~Agent~~ the Collateral Trustee to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by ~~Agent~~the Collateral Trustee, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ the Collateral Trustee in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ the Collateral Trustee against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ the Collateral Trustee a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on ~~Agent~~ the Collateral Trustee that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~5.1.

Appears in 1 contract

Samples: Security Agreement (Entravision Communications Corp)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize ~~Internet~~ internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Titanium Metals Corp)

Commercially Reasonable. To the extent that ~~applicable Requirements of~~ any Applicable Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (ia) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (iib) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements of~~ Applicable Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (~~iii~~c) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (ivd) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (ve) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vif) dispose of assets in wholesale rather than retail markets; (~~vii~~g) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (~~viii~~h) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 6.14 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ any Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~6.14. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 6.14 shall be construed to grant any rights to any Grantor or to impose any duties on Agent or any other Secured Party that would not have been granted or imposed by this Agreement or by ~~applicable Requirements of~~ Applicable Law in the absence of this Section ~~6.1~~6.14.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Endologix Inc /De/)

Commercially Reasonable. To the extent that applicable ~~Requirements of Law~~ Laws impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent or any Secured Party to do any of the following: (i) fail to incur ~~significant~~ any costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed ~~as such~~ by the Administrative Agent to be significant to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, approvals or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by ~~other Requirements of~~ applicable Law, fail to obtain ~~Permits~~ permits, approvals or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent or any Secured Party that would not have been granted or imposed by this Agreement or by applicable ~~Requirements of~~ Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Einstein Noah Restaurant Group Inc)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on ~~Agent~~ the Lender to exercise remedies in a commercially reasonable manner, ~~each Grantor~~ the Borrower acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ the Lender to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by ~~Agent~~ the Lender to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as ~~any Grantor~~the Borrower, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by ~~Agent~~the Lender, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ the Lender in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ the Lender against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ the Lender a guaranteed return from the collection or disposition of any Collateral. ~~Each Grantor~~ The Borrower acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured Parties~~ Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to ~~any Grantor~~ the Borrower or to impose any duties on ~~Agent~~ the Lender that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~5.1.

Appears in 1 contract

Samples: Security Agreement (World Heart Corp)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process (including Semi-Finished Inventory) into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Parlux Fragrances Inc)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (ivii) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, so long as any such advertisement is also made in The Hollywood Reporter or Daily Variety, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (viii) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, ~~hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature,~~ or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (~~vi) dispose of assets in wholesale rather than retail markets; (vii~~iv) disclaim disposition warranties, such as title, possession or quiet ~~enjoyment~~enjoyment (to the extent it may lawfully do so); or (~~viii~~v) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, ~~collection or disposition of any Collateral or to provide to Agent a guaranteed return from the~~ collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Securities Purchase Agreement (Film Department Holdings, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Collateral Agent to do any of the following: (i) ~~fail to~~ incur significant costs, expenses or other Liabilities ~~reasonably~~ deemed ~~as such~~ reasonable by Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ ‎5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~‎5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ ‎5.1 shall be construed to grant any rights to any Grantor or to impose any duties on Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~‎5.1.

Appears in 1 contract

Samples: Security Agreement (CVR Partners, Lp)

Commercially Reasonable. To the extent that any applicable ~~Requirements of~~ Law impose duties on the Agent or DIP Lenders to exercise remedies in a commercially reasonable manner, each ~~Grantor~~ DIP Loan Party acknowledges and agrees that it is not commercially unreasonable for the Agent or DIP Lenders to do any of the following: (i) ~~fail to incur~~ Incur significant costs, ~~expenses~~ expenses, or other ~~Liabilities~~ liabilities reasonably deemed as such by the Agent or DIP Lenders to prepare any DIP Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) ~~fail to obtain Permits~~Obtain permits, or other consents, for access to any DIP Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any DIP Collateral, or, if not required by other ~~Requirements of Law~~Laws, ~~fail to~~ obtain ~~Permits~~ permits or other consents for the collection or disposition of any DIP Collateral; (iii) ~~fail~~ Fail to exercise remedies against ~~account debtors~~ Account Debtors or other Persons obligated on any DIP Collateral or to remove Liens on any DIP Collateral or to remove any adverse claims against any DIP Collateral; (iv) ~~advertise~~ Advertise dispositions of any DIP Collateral through publications or media of general circulation, whether or not such DIP Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any ~~Grantor~~DIP Loan Party, for expressions of interest in acquiring any such DIP Collateral; (v) ~~exercise~~ Exercise collection remedies against ~~account debtors~~ Account Debtors and other Persons obligated on any DIP Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any DIP Collateral, whether or not such DIP Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by ~~Agent~~the Agent or DIP Lenders, obtain the services of other brokers, investment bankers, ~~consultants~~ consultants, and other professionals to assist the Agent or DIP Lenders in the collection or disposition of any DIP Collateral, or utilize ~~Internet~~ internet sites that provide for the auction of assets of the types included in the DIP Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any DIP Collateral; (vi) ~~dispose~~ Dispose of assets in wholesale rather than retail markets; (vii) ~~disclaim~~ Disclaim disposition warranties, such as title, ~~possession~~ possession, or quiet enjoyment; or (viii) ~~purchase~~ Purchase insurance or credit enhancements to insure the Agent and DIP Lenders against risks of loss, ~~collection~~ collection, or disposition of any DIP Collateral or to provide to the Agent and DIP Lenders a guaranteed return from the collection or disposition of any DIP Collateral. Each ~~Grantor~~ DIP Loan Party acknowledges that the purpose of this Section ~~6.1~~ 7.03 is to provide a ~~non-~~non- exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any DIP Collateral and that other actions or omissions by any of the ~~Secured Parties~~ Agent and DIP Lenders shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~7.03. Without ~~limitation upon~~ limiting the generality of the foregoing, nothing contained in this Section ~~6.1~~ 7.03 is intended to or shall be construed to grant any ~~rights~~ right to any ~~Grantor~~ DIP Loan Party whatsoever, or to impose any ~~duties~~ duty on any of the Agent and DIP Lenders that would not have been granted or imposed by this ~~Agreement~~ Agreement, the other DIP Loan Documents, or by applicable ~~Requirements of Law~~ Law, in the absence of this Section ~~6.1~~7.03.

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit Agreement (TerraVia Holdings, Inc.)

Commercially Reasonable. To the extent that applicable ~~Requirements of Law~~ Regulations impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ dispose of, or for the collection ~~or sale of~~ of, any Collateral, or, if not required by other ~~Requirements of Law~~Regulations, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in private sales instead of, or through exchange or wholesale rather ~~than~~ than, retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured~~ Holder Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements of Law~~ Regulations in the absence of this Section ~~6.1~~5.1.

Appears in 1 contract

Samples: Security Agreement (Vsee Health, Inc.)

Commercially Reasonable. To the extent that ~~applicable~~ any Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each ~~Grantor~~ Credit Party acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain ~~Permits~~ permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any ~~Grantor~~Credit Party, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each ~~Grantor~~ Credit Party acknowledges that the purpose of clauses (i) through (viii) of this Section ~~6.1~~ 10.03 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in ~~this Section 6.1~~such clauses. Without limitation upon the foregoing, nothing contained ~~in this Section 6.1~~ herein shall be construed to grant any rights to any ~~Grantor~~ Credit Party or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~10.03.

Appears in 1 contract

Samples: Senior Secured Superpriority Debtor in Possession Credit Agreement (Ultra Petroleum Corp)

Commercially Reasonable. To the extent that applicable ~~Requirements~~ requirements of Law impose duties on Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements~~ requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Collateral Agent in the collection or disposition of any Collateral, or utilize ~~Internet~~ internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on Collateral Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements~~ requirements of Law in the absence of this Section ~~6.1~~5.1.

Appears in 1 contract

Samples: Pledge and Security Agreement (Waitr Holdings Inc.)

Commercially Reasonable. To the extent that applicable ~~Requirements of Law~~ Laws impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ be Disposed of or for the collection or ~~sale~~ Disposition of any Collateral, or, if not required by other ~~Requirements of Law~~Laws, fail to obtain Permits or other consents for the collection or ~~disposition~~ Disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed ~~appropriate~~ necessary or desirable by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements of Law~~ Laws in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (University Club, Inc. (FL))

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) unless required by Requirements of Law, fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, ~~if not required by other Requirements of Law, fail to obtain Permits or other consents~~ for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of any Collateral or to provide to the Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive ~~list of actions or omissions that are commercially reasonable when exercising remedies against~~ any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (GSE Holding, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~5.1.

Appears in 1 contract

Samples: Revolving Credit Agreement (Lojack Corp)

Commercially Reasonable. To the extent that applicable ~~Requirements~~ requirements of ~~Law~~ law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: ~~(i)~~ i. fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) . fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral ~~to sell~~ or for the collection or ~~sale~~ transfer of any Collateral, or, if not required by other ~~Requirements~~ requirements of ~~Law~~law, fail to obtain ~~Permits~~ permits or other consents for the collection or disposition of any ~~Collateral~~Collateral to the extent reasonably determined by Agent to be burdensome; (iii) . fail to exercise remedies against account debtors or other ~~Persons~~ persons obligated on any Collateral or to remove ~~Liens~~ liens on any Collateral or to remove any adverse claims against any Collateral; (iv) . advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; ~~(v)~~ v. exercise collection remedies against account debtors and other ~~Persons~~ persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) . dispose of assets in wholesale rather than retail markets; (vii) . disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) . purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Notwithstanding anything to the contrary in this Section 4.1 or elsewhere in this Agreement, Agent shall use commercially reasonable efforts to maintain the confidentiality of any proprietary information of the Grantors. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 4.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the Secured Parties~~ Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~4.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 4.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements~~ requirements of ~~Law~~ law in the absence of this Section ~~6.1~~4.1.

Appears in 1 contract

Samples: Guaranty, Pledge and Security Agreement (XOMA Corp)

Commercially Reasonable. To the extent that applicable ~~Requirements~~ requirements of ~~Law~~ law impose duties on ~~Agent~~ the OOGEDT to exercise remedies in a commercially reasonable manner, ~~each Grantor~~ the Company acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ the OOGEDT to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by ~~Agent~~ the OOGEDT to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements~~ requirements of ~~Law~~law, fail to obtain ~~Permits~~ permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general ~~circulation~~circulation , whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as ~~any Grantor~~the Company, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by ~~Agent~~the OOGEDT, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ the OOGEDT in the collection or disposition of any Collateral, or utilize ~~Internet~~ internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ the OOGEDT against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ the OOGEDT a guaranteed return from the collection or disposition of any Collateral. ~~Each Grantor~~ The Company acknowledges that the purpose of this Section ~~6.1~~ 4. 10 is to provide a ~~non-~~non¬ exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured Parties~~ OOGEDT shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1. Without~~ 4.10.Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 4.10 shall be construed to grant any rights to ~~any Grantor~~ the Company or to impose any duties on ~~Agent~~ the OOGEDT that would not have been granted or imposed by this Agreement or by applicable ~~Requirements~~ requirements of ~~Law~~ law in the absence of this Section ~~6.1~~4.10.

Appears in 1 contract

Samples: Texas Emerging Technology Fund Award and Security Agreement (Ideal Power Inc.)

Commercially Reasonable. To the extent that applicable ~~Requirements~~ requirements of ~~Law~~ law impose duties on ~~Agent~~ the OOGEDT to exercise remedies in a commercially reasonable manner, ~~each Grantor~~ the Company acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ the OOGEDT to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by ~~Agent~~ the OOGEDT to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements~~ requirements of ~~Law~~law, fail to obtain ~~Permits~~ permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as ~~any Grantor~~the Company, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by ~~Agent~~the OOGEDT, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ the OOGEDT in the collection or disposition of any Collateral, or utilize ~~Internet~~ internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral;; Texas Emerging Technology Fund Award and Security Agreement (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ the OOGEDT against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ the OOGEDT a guaranteed return from the collection or disposition of any Collateral. ~~Each Grantor~~ The Company acknowledges that the purpose of this Section ~~6.1~~ 4.10 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured Parties~~ OOGEDT shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~4.10. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 4.10 shall be construed to grant any rights to ~~any Grantor~~ the Company or to impose any duties on ~~Agent~~ the OOGEDT that would not have been granted or imposed by this Agreement or by applicable ~~Requirements~~ requirements of ~~Law~~ law in the absence of this Section ~~6.1~~4.10.

Appears in 1 contract

Samples: Texas Emerging Technology Fund Award and Security Agreement (Genprex, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain ~~Permits~~ permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ any Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (CURO Group Holdings Corp.)

Commercially Reasonable. To the extent that applicable ~~Requirements of Law~~ Regulations impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ dispose of, or for the collection ~~or sale of~~ of, any Collateral, or, if not required by other ~~Requirements of Law~~Regulations, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in private sales instead of, or through exchange or wholesale rather ~~than~~ than, retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured~~ Purchaser Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements of Law~~ Regulations in the absence of this Section ~~6.1~~5.1.

Appears in 1 contract

Samples: Security Agreement (Unrivaled Brands, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by the Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain ~~Permits~~ permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of any Collateral or to provide to the Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 8(h) is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~8(h). Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 8(h) shall be construed to grant any rights to any Grantor or to impose any duties on the Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~8(h).

Appears in 1 contract

Samples: Security Agreement (Securus Technologies, Inc.)

Commercially Reasonable. To the extent that ~~applicable Requirements of~~ Applicable Law ~~impose duties~~ imposes any duty on the Collateral Agent to exercise remedies in a commercially reasonable manner, each ~~Grantor~~ Loan Party acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following~~: (i)~~ : fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition~~; (ii)~~ ; fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements of~~ Applicable Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral~~; (iii)~~ ; fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral~~; (iv)~~ ; advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any ~~Grantor~~Loan Party, for expressions of interest in acquiring any such Collateral~~; (v)~~ ; exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral~~; (vi)~~ ; dispose of assets in wholesale rather than retail markets~~; (vii)~~ ; disclaim disposition warranties, such as title, possession or quiet enjoyment; ~~or (viii)~~ or purchase insurance or credit enhancements to insure the Collateral Agent and the other Secured Parties against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent (for the ratable benefit of the Secured Parties) a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Term Loan Agreement (Cinedigm Digital Cinema Corp.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in ~~this~~ this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Bombay Co Inc)

Commercially Reasonable. To the extent that ~~applicable Requirements of~~ any Applicable Law impose duties on Agent to exercise remedies in a commercially reasonable manner, ~~each Grantor~~ the Company acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (ia) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (iib) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements of~~ Applicable Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (~~iii~~c) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (ivd) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as ~~any Grantor~~the Company, for expressions of interest in acquiring any such Collateral; (ve) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vif) dispose of assets in wholesale rather than retail markets; (~~vii~~g) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (~~viii~~h) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. ~~Each Grantor~~ The Company acknowledges that the purpose of this Section ~~6.1~~ 6.13 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ any Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~6.13. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 6.13 shall be construed to grant any rights to ~~any Grantor~~ the Company or to impose any duties on Agent or any other Secured Party that would not have been granted or imposed by this Agreement or by ~~applicable Requirements of~~ Applicable Law in the absence of this Section ~~6.1~~6.13.

Appears in 1 contract

Samples: Subordination and Intercreditor Agreement (Endologix Inc /De/)

Commercially Reasonable. Each Loan Party agrees that notice of any proposed sale or other disposition of Collateral by Administrative Agent shall be reasonable if such notice is delivered as provided in Section 10.1 of the Credit Agreement at least ten (10) Business Days before the action to be taken, and Loan Parties waive any other notice. Administrative Agent shall have the right to conduct such sales on any Loan Party's premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Administrative Agent may purchase any Collateral at public or, if permitted by Applicable Law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Obligations. Each Loan Party shall be liable for any deficiencies, which shall bear Default Interest (including interest arising after commencement any Loan Party's Insolvency Proceeding, whether or not such interest is allowed in such Insolvency Proceeding) and all costs and expenses of collection and enforcement, including reasonable attorneys' fees and expenses, if the proceeds of the disposition of the Collateral do not result in Payment in Full. To the extent that ~~applicable Requirements of~~ Applicable Law ~~impose~~ imposes duties on Administrative Agent or any Lender to exercise remedies in a commercially reasonable ~~manner~~manner (which duties cannot be waived under Applicable Law), each ~~Grantor~~ Loan Party acknowledges and agrees that it is not commercially unreasonable for Administrative Agent or any other Secured Party, as applicable, (a) to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits, or other consents,~~ third party consents for access to ~~any~~ Collateral to ~~sell~~ be disposed of, or ~~for the collection or sale of any Collateral,~~ to obtain or, if not required by ~~other Requirements of~~ Applicable Law, to fail to obtain ~~Permits~~ consents of any Governmental Authority or other ~~consents~~ third party for the collection or disposition of ~~any Collateral;~~ Collateral to be collected or disposed of; (~~iii~~b) to fail to exercise collection remedies against ~~account debtors~~ Account Debtors, secondary obligors or other Persons obligated on ~~any~~ Collateral or to remove Liens on ~~any Collateral~~ or ~~to remove~~ any adverse claims against, Collateral; (c) to exercise collection remedies against ~~any Collateral;~~ Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists; (ivd) to advertise dispositions of ~~any~~ Collateral through publications or media of general circulation, whether or not ~~such~~ the Collateral is of a specialized nature~~, or~~ ; (e) to contact other Persons, whether or not in the same business as any ~~Grantor~~Loan Party, for expressions of interest in acquiring all or any ~~such~~ portion of the Collateral; ; (vf) ~~exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists,~~ to hire one or more professional auctioneers to assist in the disposition of ~~any~~ Collateral, whether or not ~~such~~ the Collateral is of a specialized nature~~, or,~~ ; (g) to ~~the extent deemed appropriate~~ dispose of Collateral by ~~Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize~~ utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable ~~capacity~~ capability of doing ~~so,~~ so or that match buyers and sellers of ~~assets~~ assets; (h) to ~~dispose of any Collateral; (vi)~~ dispose of assets in wholesale rather than retail markets; ; (~~vii~~i) to disclaim disposition warranties; (j) to purchase, ~~such as title~~at Loan Parties' expense, ~~possession or quiet enjoyment; or (viii) purchase~~ insurance or credit enhancements to insure Administrative Agent and any other Secured Party against risks of loss, ~~collection~~ collection, or disposition of ~~any~~ Collateral or to provide to Administrative Agent and the other Secured Parties a guaranteed return from the collection or disposition of Collateral; or (k) to the extent deemed appropriate by Administrative Agent, to obtain the services of other brokers, investment bankers, consultants, and other professionals to assist Administrative Agent in the collection or disposition of any of the Collateral. Each ~~Grantor~~ Loan Party acknowledges that the purpose of this Section ~~6.1~~ 15 is to provide a non-exhaustive ~~list~~ indications of what actions or omissions ~~that are~~ by Administrative Agent or any other Secured Party would not be commercially ~~reasonable when exercising~~ unreasonable in the exercise by Administrative Agent or any other Secured Party of remedies against ~~any~~ the Collateral and that other actions or omissions by ~~the~~ Administrative Agent or any other Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~15. Without limitation ~~upon~~ of the foregoing, nothing contained in this Section ~~6.1~~ 15 shall be construed to grant any rights to any ~~Grantor~~ Loan Party or to impose any duties on Administrative Agent or the other Secured Party that would not have been granted or imposed by this ~~Agreement~~ Agreement, any other Loan Document, any agreement related to Bank Products, or by ~~applicable Requirements of~~ Applicable Law in the absence of this Section ~~6.1~~15.

Appears in 1 contract

Samples: Credit Agreement (Freds Inc)

Commercially Reasonable. To the extent that ~~applicable Requirements of~~ Applicable Law ~~impose duties~~ imposes any duty on the Collateral Agent to exercise remedies in a commercially reasonable manner, each ~~Grantor~~ Loan Party acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements of~~ Applicable Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any ~~Grantor~~Loan Party, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent and the other Secured Parties against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent (for the ratable benefit of the Secured Parties) a guaranteed return from the collection or disposition of any Collateral. Each ~~Grantor~~ Loan Party acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any ~~Grantor~~ Loan Party or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by ~~applicable Requirements of~~ Applicable Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty, Pledge and Security Agreement (Cinedigm Digital Cinema Corp.)

Commercially Reasonable. To the extent that ~~applicable Requirements of~~ Applicable Law ~~impose~~ imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements of Law~~Laws, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this ~~Section 6.1~~ clause (g) is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this ~~Section 6.1~~clause (g). Without limitation upon the foregoing, nothing contained in this ~~Section 6.1~~ clause (g) shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by ~~applicable Requirements of~~ Applicable Law in the absence of this ~~Section 6.1~~clause (g).

Appears in 1 contract

Samples: Security and Pledge Agreement (Cambium Networks Corp)

Commercially Reasonable. To the extent that applicable ~~Requirements of Law~~ Regulations impose duties on ~~Agent~~ the Lender to exercise remedies in a commercially reasonable manner, ~~each Grantor~~ the Borrower acknowledges and agrees that it is not commercially unreasonable for ~~Agent~~ the Lender to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by ~~Agent~~ the Lender to transfer the Collateral to an exchange or otherwise prepare any Collateral ~~for disposition or otherwise to complete raw material or work in process into finished goods or other finished products~~ for disposition; (ii) fail to obtain Permits, or other ~~consents~~consents to dispose of, ~~for access to any Collateral to sell~~ or for the collection ~~or sale of~~ of, any Collateral, or, if not required by other ~~Requirements of Law~~Regulations, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to ~~exercise remedies against account debtors or other Persons obligated on any Collateral or to~~ remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise or fail to advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as ~~any Grantor~~the Borrower, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against ~~account debtors and~~ other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by ~~Agent~~the Lender, obtain the services of other brokers, investment bankers, consultants and other professionals to assist ~~Agent~~ the Lender in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in private sales instead of through exchanges or in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ the Lender against risks of loss, collection or disposition of any Collateral or to provide to ~~Agent~~ the Lender a guaranteed return from the collection or disposition of any Collateral. 1. ~~Each Grantor acknowledges~~ The Borrower understands and agrees that the ~~purpose~~ value of ~~this Section 6.1~~ the Collateral is ~~to provide a non-exhaustive list~~ highly volatile so that, if the LTV Ratio of ~~actions~~ any Loan equals or ~~omissions that are commercially reasonable when exercising remedies against~~ exceeds the Liquidation Percentage for such Loan or if any other Event of Default occurs, the Lender may sell all Collateral ~~and that other actions or omissions~~ of the Borrower held by the ~~Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon~~ Lender immediately and without prior notice to the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1Borrower.

Appears in 1 contract

Samples: Security Agreement (DPW Holdings, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent or any Lender or other Secured Party to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent or any Lender to do any of the following: : (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by the Collateral Agent or such Lender to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; ; (ii) fail to obtain ~~Permits~~permits, licenses or other ~~consents,~~ consents for access to any Collateral to sell or license or for the collection or sale or licensing of any Collateral, or, if not required by other Requirements of Law, fail to obtain ~~Permits~~ permits, licenses or other consents for the collection or disposition of any Collateral; ; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; ; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; ; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by ~~Agent~~the Collateral Agent or such Lender, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent or such Lender in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; ; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Loan Agreement (Tarsus Pharmaceuticals, Inc.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Security Agreement (Landec Corp \Ca\)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the ~~following~~following after the occurrence and during the continuance of an Event of Default: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Second Lien Guaranty and Security Agreement (Clearlake Capital Partners, LLC)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on ~~Agent~~ the Collateral Agent, any Lender or any other Secured Party to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits~~permits, licenses or other ~~consents,~~ consents for access to any Collateral to sell or license or for the collection or sale or licensing of any Collateral, or, if not required by other Requirements of Law, fail to obtain ~~Permits~~ permits, licenses or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim ~~disposition~~ warranties, such as title, ~~possession~~ merchantability, possession, non-infringement or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure ~~Agent~~ the Collateral Agent, any Lender and any other Secured Party against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Collateral Agent, any Lender or any other Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on ~~Agent~~ the Collateral Agent, any Lender or any other Secured Party that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Loan Agreement (TESARO, Inc.)

Commercially Reasonable. To the extent that ~~applicable Requirements of~~ any Applicable Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (ia) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (iib) fail to obtain ~~Permits~~permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other ~~Requirements of~~ Applicable Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (~~iii~~c) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (ivd) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (ve) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vif) dispose of assets in wholesale rather than retail markets; (~~vii~~g) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (~~viii~~h) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 6.13 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by ~~the~~ any Secured ~~Parties~~ Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~6.13. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 6.13 shall be construed to grant any rights to any Grantor or to impose any duties on Agent or any other Secured Party that would not have been granted or imposed by this Agreement or by ~~applicable Requirements of~~ Applicable Law in the absence of this Section ~~6.1~~6.13.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Endologix Inc /De/)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the ~~following~~following after the occurrence and during the continuance of an Event of Default: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. 1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Goamerica Inc)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent to do any of the following: (i) fail to incur significant costs, expenses or other ~~Liabilities~~ liabilities reasonably deemed as such by the Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain ~~Permits,~~ permits or other ~~consents,~~ consents for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain ~~Permits~~ permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any Collateral, or utilize ~~Internet~~ internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of any Collateral or to provide to the Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured Parties~~ Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~5.1.

Appears in 1 contract

Samples: Security Agreement (Schiff Nutrition International, Inc.)

Commercially Reasonable. To the extent that applicable ~~Requirements of Law~~ Regulations impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following:: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ dispose of, or for the collection ~~or sale of~~ of, any Collateral, or, if not required by other ~~Requirements of Law~~Regulations, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in private sales instead of, or through exchange or wholesale rather ~~than~~ than, retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the ~~Secured~~ Purchaser Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable ~~Requirements of Law~~ Regulations in the absence of this Section ~~6.1~~5.1.

Appears in 1 contract

Samples: Security Agreement (Digital Health Acquisition Corp.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against ~~account debtors~~ Account Debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against ~~account debtors~~ Account Debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guarantee and Security Agreement (Solo Cup CO)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~5.1. Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~5.1.

Appears in 1 contract

Samples: Security Agreement (Entravision Communications Corp)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the ~~following~~following after the occurrence and during the continuance of an Event of Default: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. 1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Second Lien Guaranty and Security Agreement (Goamerica Inc)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; ; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this ~~Agreement~~ Agreement, the Subordination Agreement, or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Princeton Review Inc)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of any Collateral or to provide to the Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 6.1(f) is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~6.1(f). Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 6.1(f) shall be construed to grant any rights to any Grantor or to impose any duties on the Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~6.1(f).

Appears in 1 contract

Samples: Guaranty and Security Agreement (CSAV Holding Corp.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Second Lien Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Second Lien Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Second Lien Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Second Lien Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Second Lien Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Second Lien Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Second Lien Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section ~~6.1~~ 6.1(f) is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section ~~6.1~~6.1(f). Without limitation upon the foregoing, nothing contained in this Section ~~6.1~~ 6.1(f) shall be construed to grant any rights to any Grantor or to impose any duties on the Second Lien Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section ~~6.1~~6.1(f).

Appears in 1 contract

Samples: Guaranty and Security Agreement (CSAV Holding Corp.)

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain Permits, or other consents, for access to any Collateral to ~~sell~~ Sell or for the collection or ~~sale~~ Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized ~~nature,~~ nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized ~~nature,~~ nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet ~~enjoyment;~~ enjoyment or (viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Cinedigm Digital Cinema Corp.)

Common use of Commercially Reasonable Clause in Contracts