Common use of DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS Clause in Contracts

DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunder, Bank may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereof, may be applied by Bank to the payment of expenses incurred by Bank in connection with the foregoing, including reasonable attorneys’ fees, and the balance of such proceeds may be applied by Bank toward the payment of the Indebtedness in such order of application as Bank may from time to time elect. Upon the transfer of all or any part of the Indebtedness, Bank may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferred, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferred; but with respect to any Collateral or Proceeds not so transferred, Bank shall retain all rights, powers, privileges and remedies herein given. 12. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all commitments by Bank to extend credit to Debtor have been terminated, the power of sale or other disposition and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be exercised by Bank at any time and from time to time irrespective of the fact that the Indebtedness or any part thereof may have become barred by any statute of limitations, or that the personal liability of Debtor may have ceased, unless such liability shall have ceased due to the payment in full of all Indebtedness secured hereunder. 13.

Appears in 2 contracts

Samples: Continuing Security Agreement (Medtox Scientific Inc), Security Agreement (Medtox Scientific Inc)

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DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunderCollateral, Bank Lender may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereofCollateral, may be applied by Bank Lender to the payment of expenses incurred by Bank in connection with the foregoingLender, including reasonable attorneys' fees, and the balance of such proceeds may be applied by Bank Lender toward the payment of the Indebtedness Obligations in such order of application as Bank Lender may from time to time elect. Upon the transfer of all or any part of the IndebtednessObligations, Bank Lender may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferredsuch transferred Collateral, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferredLender hereunder; but with respect to any Collateral or Proceeds not so transferred, Bank Lender shall retain all rights, powers, privileges and remedies herein remedies. It is agreed that public or private sales or other dispositions, for cash or on credit, to a wholesaler or retailer or investor, or user of property of the types subject to this Agreement, or public auctions, are all commercially reasonable since differences in the prices generally realized in the different kinds of dispositions are ordinarily offset by the differences in the costs and credit risks of such dispositions. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. 12. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all commitments by Bank to extend credit to Debtor have been terminated, the power of Lender may adjourn any public or private sale or other disposition and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be exercised by Bank at any time and from time to time, and such sale may be made at the time irrespective and place to which it was so adjourned. Each Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the fact Code. Each Grantor agrees that the Indebtedness or any part thereof may have become barred by any statute sale of limitations, or that the personal liability of Debtor may have ceased, unless such liability shall have ceased due Collateral to a licensor pursuant to the payment terms of a license agreement between such licensor and such Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code. Each Grantor grants to Lender a non-exclusive, worldwide and royalty-free license to use or otherwise exploit all intellectual property rights of such Grantor for the purpose of: (a) completing the manufacture of any in-process materials following any Event of Default so that such materials become saleable Inventory, all in full accordance with the same quality standards previously adopted by Grantor for its own manufacturing; and (b) selling, leasing or otherwise disposing of any or all Indebtedness secured hereunder. 13Collateral following any Event of Default.

Appears in 1 contract

Samples: Security Agreement (Charles & Colvard LTD)

DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunderCollateral, Bank Lender may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereofCollateral, may be applied by Bank Lender to the payment of expenses incurred by Bank in connection with the foregoingLender, including reasonable attorneys' fees, and the balance of such proceeds may be applied by Bank Lender toward the payment of the Indebtedness Obligations in such order of application as Bank Lender may from time to time elect. Upon the transfer of all or any part of the IndebtednessObligations, Bank Lender may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferredsuch transferred Collateral, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferredLender hereunder; but with respect to any Collateral or Proceeds not so transferred, Bank Lender shall retain all rights, powers, privileges and remedies herein remedies. It is agreed that public or private sales or other dispositions, for cash or on credit, to a wholesaler or retailer or investor, or user of property of the types subject to this Agreement, or public auctions, are all commercially reasonable since differences in the prices generally realized in the different kinds of dispositions are ordinarily offset by the differences in the costs and credit risks of such dispositions. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least 10 days' notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and such notice shall constitute a reasonable "authenticated notification of disposition" within the meaning of Section 9-611 of the Code. Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. 12. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all commitments by Bank to extend credit to Debtor have been terminated, the power of Lender may adjourn any public or private sale or other disposition and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be exercised by Bank at any time and from time to time, and such sale may be made at the time irrespective and place to which it was so adjourned. Each Grantor agrees that the internet shall constitute a "place" for purposes of Section 9-610(b) of the fact Code. Each Grantor agrees that the Indebtedness or any part thereof may have become barred by any statute sale of limitations, or that the personal liability of Debtor may have ceased, unless such liability shall have ceased due Collateral to a licensor pursuant to the payment terms of a license agreement between such licensor and such Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code. Each Grantor grants to Lender a non-exclusive, worldwide and royalty-free license to use or otherwise exploit all intellectual property rights of such Grantor for the purpose of: (a) completing the manufacture of any in-process materials following any Event of Default so that such materials become saleable Inventory, all in full accordance with the same quality standards previously adopted by Grantor for its own manufacturing; and (b) selling, leasing or otherwise disposing of any or all Indebtedness secured hereunder. 13Collateral following any Event of Default.

Appears in 1 contract

Samples: Security Agreement (Industrial Services of America Inc /Fl)

DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunderCollateral, Bank Lender may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereofCollateral, may be applied by Bank Lender to the payment of expenses incurred by Bank in connection with the foregoingLender, including reasonable attorneys’ fees, and the balance of such proceeds may be applied by Bank Lender toward the payment of the Indebtedness Obligations in such order of application as Bank Lender may from time to time elect. Upon the transfer of all or any part of the IndebtednessObligations, Bank Lender may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferredsuch transferred Collateral, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferredLender hereunder; but with respect to any Collateral or Proceeds not so transferred, Bank Lender shall retain all rights, powers, privileges and remedies herein remedies. It is agreed that public or private sales or other dispositions, for cash or on credit, to a wholesaler or retailer or investor, or user of property of the types subject to this Agreement, or public auctions, are all commercially reasonable since differences in the prices generally realized in the different kinds of dispositions are ordinarily offset by the differences in the costs and credit risks of such dispositions. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9- 611 of the Code. Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. 12. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all commitments by Bank to extend credit to Debtor have been terminated, the power of Lender may adjourn any public or private sale or other disposition and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be exercised by Bank at any time and from time to time, and such sale may be made at the time irrespective and place to which it was so adjourned. Each Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the fact Code. Each Grantor agrees that the Indebtedness or any part thereof may have become barred by any statute sale of limitations, or that the personal liability of Debtor may have ceased, unless such liability shall have ceased due Collateral to a licensor pursuant to the payment terms of a license agreement between such licensor and such Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code. Each Grantor grants to Lender a non-exclusive, worldwide and royalty-free license to use or otherwise exploit all intellectual property rights of such Grantor for the purpose of: (a) completing the manufacture of any in-process materials following any Event of Default so that such materials become saleable Inventory, all in full accordance with the same quality standards previously adopted by such Grantor for its own manufacturing; and (b) selling, leasing or otherwise disposing of any or all Indebtedness secured hereunder. 13Collateral following any Event of Default.

Appears in 1 contract

Samples: Security Agreement (Communications Systems Inc)

DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunder, Bank may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereof, may be applied by Bank to the payment of expenses incurred by Bank in connection with the foregoing, including reasonable attorneys' fees, and the balance of such proceeds may be applied by Bank toward the payment of the Indebtedness in such order of application as Bank may from time to time elect. Upon the transfer of all or any part of the Indebtedness, Bank may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferred, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferred; but with respect to any Collateral or Proceeds not so transferred, transferred Bank shall retain all rights, powers, privileges and remedies herein given. 12. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all commitments by Bank to extend credit to Debtor have been terminated, the power of sale or other disposition and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be exercised by Bank at any time and from time to time irrespective of the fact that the Indebtedness or any part thereof may have become barred by any statute of limitations, or that the personal liability of Debtor may have ceased, unless such liability shall have ceased due to the payment in full of all Indebtedness secured hereunder. 13.

Appears in 1 contract

Samples: Security Agreement (E Loan Inc)

DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunderCollateral, Bank Lender may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereofCollateral, may be applied by Bank Lender to the payment of expenses incurred by Bank in connection with the foregoingLender, including reasonable attorneys' fees, and the balance of such proceeds may be applied by Bank Lender toward the payment of the Indebtedness Obligations in such order of application as Bank Lender may from time to time elect. Upon the transfer of all or any part of the IndebtednessObligations, Bank Lender may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferredsuch transferred Collateral, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferredLender hereunder; but with respect to any Collateral or Proceeds not so transferred, Bank Lender shall retain all rights, powers, privileges and remedies herein remedies. It is agreed that public or private sales or other dispositions, for cash or on credit, to a wholesaler or retailer or investor, or user of property of the types subject to this Agreement, or public auctions, are all commercially reasonable since differences in the prices generally realized in the different kinds of dispositions are ordinarily offset by the differences in the costs and credit risks of such dispositions. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. 12. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all commitments by Bank to extend credit to Debtor have been terminated, the power of Lender may adjourn any public or private sale or other disposition and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be exercised by Bank at any time and from time to time, and such sale may be made at the time irrespective and place to which it was so adjourned. Each Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the fact Code. Each Grantor agrees that any sale of Collateral to a licensor pursuant to the Indebtedness terms of a license agreement between such licensor and such Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code. Each Grantor grants to Lender a non-exclusive, worldwide and royalty-free license to use or otherwise exploit all intellectual property rights of such Grantor for the purpose of: (a) completing the manufacture of any part thereof may have in-process materials following any Event of Default so that such materials become barred saleable Inventory, all in accordance with the same quality standards previously adopted by any statute Grantor for its own manufacturing; and (b) selling, leasing or otherwise disposing of limitations, any or that the personal liability all Collateral following any Event of Debtor may have ceased, unless such liability shall have ceased due to the payment in full of all Indebtedness secured hereunder. 13Default.

Appears in 1 contract

Samples: Security Agreement (Stanley Furniture Co Inc.)

DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunderCollateral, Bank Lender may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereofCollateral, may be applied by Bank Lender to the payment of expenses incurred by Bank in connection with the foregoingLender, including reasonable attorneys’ fees, and the balance of such proceeds may be applied by Bank Lender toward the payment of the Indebtedness Obligations in such order of application as Bank Lender may from time to time elect. Upon the transfer of all or any part of the IndebtednessObligations, Bank Lender may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferredsuch transferred Collateral, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferredLender hereunder; but with respect to any Collateral or Proceeds not so transferred, Bank Lender shall retain all rights, powers, privileges and remedies herein remedies. It is agreed that public or private sales or other dispositions, for cash or on credit, to a wholesaler or retailer or investor, or user of property of the types subject to this Agreement, or public auctions, are all commercially reasonable since differences in the prices generally realized in the different kinds of dispositions are ordinarily offset by the differences in the costs and credit risks of such dispositions. Grantor agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. 12. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all commitments by Bank to extend credit to Debtor have been terminated, the power of Lender may adjourn any public or private sale or other disposition and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be exercised by Bank at any time and from time to time, and such sale may be made at the time irrespective and place to which it was so adjourned. Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the fact Code. Grantor agrees that the Indebtedness or any part thereof may have become barred by any statute sale of limitations, or that the personal liability of Debtor may have ceased, unless such liability shall have ceased due Collateral to a licensor pursuant to the payment terms of a license agreement between such licensor and such Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code. Grantor grants to Lender a non-exclusive, worldwide and royalty-free license to use or otherwise exploit all intellectual property rights of Grantor for the purpose of: (a) completing the manufacture of any in-process materials following any Event of Default so that such materials become saleable Inventory, all in full accordance with the same quality standards previously adopted by Grantor for its own manufacturing; and (b) selling, leasing or otherwise disposing of any or all Indebtedness secured hereunder. 13Collateral following any Event of Default.

Appears in 1 contract

Samples: Security Agreement (Communications Systems Inc)

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DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunderCollateral, Bank Lender may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereofCollateral, may be applied by Bank Lender to the payment of expenses incurred by Bank in connection with the foregoingLender, including reasonable and documented out-of-pocket attorneys’ feesfees (to include outside counsel fees and all allocated costs of Lender’s in-house counsel), and the balance of such proceeds may be applied by Bank Lender toward the payment of the Indebtedness Obligations in such order of application as Bank Lender may from time to time elect. Upon the transfer of all or any part of the IndebtednessObligations, Bank Lender may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferredsuch transferred Collateral, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferredLender hereunder; but with respect to any Collateral or Proceeds not so transferred, Bank Lender shall retain all rights, powers, privileges and remedies herein remedies. It is agreed that public or private sales or other dispositions, for cash or on credit, to a wholesaler or retailer or investor, or user of property of the types subject to this Agreement, or public auctions, are all commercially reasonable since differences in the prices generally realized in the different kinds of dispositions are ordinarily offset by the differences in the costs and credit risks of such dispositions. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. 12. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all commitments by Bank to extend credit to Debtor have been terminated, the power of Lender may adjourn any public or private sale or other disposition and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be exercised by Bank at any time and from time to time, and such sale may be made at the time irrespective and place to which it was so adjourned. Each Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the fact Code. Each Grantor agrees that the Indebtedness or any part thereof may have become barred by any statute sale of limitations, or that the personal liability of Debtor may have ceased, unless such liability shall have ceased due Collateral to a licensor pursuant to the payment terms of a license agreement between such licensor and such Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code. Each Grantor grants to Lender a non-exclusive, worldwide and royalty-free license to use or otherwise exploit all intellectual property rights of such Grantor for the purpose of: (a) completing the manufacture of any in-process materials following any Event of Default so that such materials become saleable Inventory, all in full accordance with the same quality standards previously adopted by Grantor for its own manufacturing; and (b) selling, leasing or otherwise disposing of any or all Indebtedness secured hereunder. 13Collateral following any Event of Default.

Appears in 1 contract

Samples: Security Agreement (Quest Solution, Inc.)

DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunderCollateral, Bank Secured Party may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereofCollateral, may be applied by Bank Secured Party to the payment of expenses incurred by Bank in connection with the foregoingSecured Party, including reasonable attorneys’ fees, and the balance of such proceeds may be applied by Bank Secured Party toward the payment of the Indebtedness Obligations in such order of application as Bank Secured Party may from time to time elect. Upon the transfer of all or any part of the IndebtednessObligations, Bank Secured Party may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferredsuch transferred Collateral, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferredSecured Party hereunder; but with respect to any Collateral or Proceeds not so transferred, Bank Secured Party shall retain all rights, powers, privileges and remedies herein remedies. It is agreed that public or private sales or other dispositions, for cash or on credit, to a wholesaler or retailer or investor, or user of property of the types subject to this Agreement, or public auctions, are all commercially reasonable since differences in the prices generally realized in the different kinds of dispositions are ordinarily offset by the differences in the costs and credit risks of such dispositions. Grantor agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. 12. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all commitments by Bank to extend credit to Debtor have been terminated, the power of Secured Party may adjourn any public or private sale or other disposition and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be exercised by Bank at any time and from time to time, and such sale may be made at the time irrespective and place to which it was so adjourned. Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the fact Code. Grantor agrees that the Indebtedness or any part thereof may have become barred by any statute sale of limitations, or that the personal liability of Debtor may have ceased, unless such liability shall have ceased due Collateral to a licensor pursuant to the payment terms of a license agreement between such licensor and Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code. Grantor grants to Secured Party a non-exclusive, worldwide and royalty-free license to use or otherwise exploit all intellectual property rights of Grantor for the purpose of: (a) completing the manufacture of any in-process materials following any Event of Default so that such materials become saleable Inventory, all in full accordance with the same quality standards previously adopted by Grantor for its own manufacturing; and (b) selling, leasing or otherwise disposing of any or all Indebtedness secured hereunder. 13Collateral following any Event of Xxxxxxx.

Appears in 1 contract

Samples: Security Agreement (Petros Pharmaceuticals, Inc.)

DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunder, Bank may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral Collateral, Proceeds or ProceedsRights to Payment, or any part thereof, may be applied by Bank to the payment of expenses incurred by Bank in connection with the foregoing, including reasonable attorneys’ fees, and the balance of such proceeds may be applied by Bank toward the payment of the Indebtedness in such order of application as Bank may from time to time elect. Upon the transfer of all or any part of the Indebtedness, Bank may transfer all or any part of the Collateral Collateral, Proceeds or Proceeds Rights to Payment and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferred, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferred; but with respect to any Collateral Collateral, Proceeds or Proceeds Rights to Payment not so transferred, Bank shall retain all rights, powers, privileges and remedies herein given. 12. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all commitments by Bank to extend credit to Debtor have been terminated, the power of sale or other disposition and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be exercised by Bank at any time deliver the Collateral and from time to time irrespective of the fact that the Indebtedness Proceeds, or any part thereof, to Debtor, and the receipt thereof may have become barred by any statute of limitationsDebtor shall be a complete and full acquittance for the Collateral and Proceeds so delivered, and Bank shall thereafter be discharged from any liability or that the personal liability of Debtor may have ceased, unless such liability shall have ceased due to the payment in full of all Indebtedness secured hereunder. 13responsibility therefor.

Appears in 1 contract

Samples: Security Agreement (Maxwell Technologies Inc)

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