Common use of Compliance with Restrictions Clause in Contracts

Compliance with Restrictions. Pledgor agrees that in any sale of any of the Collateral whenever any Event of Default exists, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of any law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Secured Party be liable nor accountable to Pledgor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. Pledgor further agrees that disposition of the Collateral pursuant to any private sale made as provided above may be at prices and on other terms less favorable that if the Collateral were sold at public sale, and that Secured Party has no obligation to delay the sale of any Collateral for public sale under the Securities Act of 1933, as amended. If any consent, approval or authorization of any governmental authority shall be necessary to effectuate any sale or other disposition of the Collateral, or any part thereof, Pledgor will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will other-wise use its best efforts to secure the same

Compliance with Restrictions. Pledgor agrees The Borrower, the Equity Investors, the Lenders, the Administrative Agent and the Warehouse Collateral Manager agree that in any sale of any of the Collateral whenever any an Event of Default existsshall have occurred and be continuing, Secured Party the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by its counsel is necessary in order to avoid any violation of any applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental authorityregulatory authority or official, and Pledgor the Borrower, the Equity Investors, the Lenders, the Administrative Agent and the Warehouse Collateral Manager further agrees agree that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Secured Party the Collateral Agent be liable nor accountable to Pledgor the Borrower, the Equity Investors or the Warehouse Collateral Manager for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. Pledgor further agrees that disposition of the Collateral pursuant to any private sale made as provided above may be at prices and on other terms less favorable that if the Collateral were sold at public sale, and that Secured Party has no obligation to delay the sale of any Collateral for public sale under the Securities Act of 1933, as amended. If any consent, approval or authorization of any governmental authority shall be necessary to effectuate any sale or other disposition of the Collateral, or any part thereof, Pledgor will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will other-wise use its best efforts to secure the same.

Compliance with Restrictions. Each Pledgor agrees that in any sale of any of the Collateral whenever any Event of a Default existsshall have occurred and be continuing, Secured Party the Administrative Agent is hereby authorized to comply reasonably with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of any applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental authorityregulatory authority or official, and each Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Secured Party the Administrative Agent be liable nor accountable to such Pledgor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. Pledgor further agrees that disposition Application of Proceeds. All cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as additional collateral security for, or then or at any time thereafter be applied (after payment of any amounts payable to the Administrative Agent pursuant to any private sale made as provided above may be at prices and on other terms less favorable that if the Collateral were sold at public sale, and that Secured Party has no obligation to delay the sale of any Collateral for public sale under the Securities Act of 1933, as amended. If any consent, approval or authorization of any governmental authority shall be necessary to effectuate any sale or other disposition Section 11.11 of the CollateralCredit Agreement and Section 6.5) in whole or in part by the Administrative Agent against, all or any part thereofof the Obligation in accordance with Section 3.10 of the Credit Agreement. Any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after the Final Termination Date, shall be paid over to the Pledgor will execute such applications and other instruments as or to whomsoever may be required in connection with securing any lawfully entitled to receive such consent, approval or authorization, and will other-wise use its best efforts to secure the samesurplus.

Compliance with Restrictions. Pledgor Each Grantor agrees that in any sale of any of the Collateral whenever any a Specified Event of Default existsshall have occurred and be continuing, Secured Party Royal Gold is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of any applicable law (including compliance with such procedures as may restrict public issuances or sales of securities, the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental authorityauthority or official, and Pledgor each Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Secured Party Royal Gold be liable nor accountable to Pledgor the relevant Grantor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. Pledgor further agrees that disposition Notwithstanding anything herein to the contrary, for a period of ninety (90) days following the occurrence of an Event of Default (as defined in the Contribution Agreement) under the Contribution Agreement, Royal Gold shall refrain from taking any action with respect to the sale of the Collateral to which it would otherwise be entitled under this Article VI or otherwise. If High River has not fully satisfied, or caused the full satisfaction of, its obligations with respect to all amounts to be funded by High River pursuant to any private sale made as provided above may be at prices and on other terms less favorable the Contribution Agreement by the end of that if the Collateral were sold at public saleninety (90) day period, and that Secured Party has no obligation to delay the sale of any Collateral for public sale under the Securities Act of 1933, as amended. If any consent, approval or authorization of any governmental authority Royal Gold shall be necessary entitled to effectuate exercise all remedies provided for herein and in any sale or other disposition of the Collateral, or any part thereof, Pledgor will execute other Funding Documents immediately thereafter. Royal Gold shall provide High River notice of the date on which such applications and other instruments as may be required ninety (90) day period has commenced in connection accordance with securing any such consent, approval or authorization, and will other-wise use its best efforts to secure the sameSection 7.6.

Compliance with Restrictions. Pledgor Borrower, the Non-Securitization Subsidiaries that are parties to Joinder Agreements and the Trustee each agrees that in any sale of any of the Collateral whenever any an Event of Default existsshall have occurred and be continuing or the Change of Control Trigger has been triggered, Secured Party Lender is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of any law Requirements of Law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will shall represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental authorityregulatory authority or official. Borrower, the Non-Securitization Subsidiaries that are parties to Joinder Agreements and Pledgor the Trustee each further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Secured Party Lender be liable nor accountable to Pledgor Borrower, such Non-Securitization Subsidiary or the Trustee for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. Pledgor further agrees that disposition of the Collateral pursuant to any private sale made as provided above may be at prices and on other terms less favorable that if the Collateral were sold at public sale, and that Secured Party has no obligation to delay the sale of any Collateral for public sale under the Securities Act of 1933, as amended. If any consent, approval or authorization of any governmental authority shall be necessary to effectuate any sale or other disposition of the Collateral, or any part thereof, Pledgor will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will other-wise use its best efforts to secure the same.