Disposition of Purchased Assets. Transferred, leased or ------------------------------- otherwise disposed of any material portion of the Purchased Assets, except those acquired, disposed of, sold or consumed in the ordinary course of business;
Disposition of Purchased Assets. Borrower hereby consents and authorizes Lender to commence immediately all actions that Lender considers in its sole judgment to be necessary or desirable to effectuate a foreclosure sale of the Purchased Assets. For purposes of this Agreement, “foreclosure sale” includes, without limitation, Lender’s exercise of its rights in the Purchased Assets as collateral as a secured party after the Borrower’s default, sending notice to certain parties in accordance with the UCC, including, without limitation, to the Borrower, certain other creditors of the Borrower, and other parties identified by Borrower who have expressed interest in acquiring the Borrower’s right title and interest in and to the Purchased Assets, of Lender’s intention to sell the Purchased Assets at a public foreclosure sale pursuant to Article 9 of the UCC (“Article 9 Sale”) and selling the Purchased Assets at such Article 9 Sale; for the avoidance of doubt, “foreclosure sale” shall not mean a judicial sale of the Purchased Assets. Borrower hereby consents to the foreclosure sale and disposition of the Purchased Assets to be made by Lender to Buyer pursuant to this Agreement or such other agreement providing for the sale of the Purchased Assets, and Borrower represents, warrants and covenants that every aspect of Lender’s disposition of the Purchased Assets in an Article 9 Sale pursuant to this Agreement including the method, manner, time, place and other terms, are commercially reasonable. Lender is not, pursuant to the terms of this Agreement, taking possession of any of the Purchased Assets, and Borrower will continue to have dominion and control over the Purchased Assets in its possession until the Closing Date, subject to Lender’s rights and remedies under the Loan Documents. On the Closing Date, Borrower will be deemed to have irrevocably abandoned and surrendered to Buyer all possession of, dominion and control over, all rights to collect, and all other rights to sell or otherwise transfer the Purchased Assets, and Lender, upon receipt of a wire transfer of immediately available federal funds in an amount sufficient to satisfy the Obligations in full as required by Section 2.6(c)(iv) hereof, will be deemed to have irrevocably released and terminated any security interest, lien, other encumbrance, claim or right to Borrower’s right, title and interest in the Purchased Assets only and retaining and reserving, unto itself, all other rights and claims under the Loan Documents.
Disposition of Purchased Assets. Any sale, purchase, lease or other disposition of any material portion of the Purchased Assets;
Disposition of Purchased Assets. A. After five (5) Business Days’ notice to Seller (which notice need not be given if an Act of Insolvency shall have occurred with respect to the Seller or the Sponsor), Buyer Agent, for the benefit of the Buyers, may (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer Agent may reasonably deem satisfactory any or all of the Purchased Assets or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Assets, to give Seller credit for such Purchased Assets in an amount equal to the Market Value of such Purchased Assets against the aggregate unpaid Repurchase Price for such Purchased Assets and any other amounts owing by Seller under the Transaction Documents. The proceeds of any disposition of Purchased Assets effected pursuant to this Section 14.2.7 shall be applied, (v) first, to the costs and expenses incurred by Buyer Agent and the Buyers in connection with Seller’s default; (w) second, to consequential damages, including, but not limited to, costs of cover and/or Hedging Transactions, if any; (x) third, to the Repurchase Price; (y) fourth, to the Deferred Restructuring Fee, and (z) fifth, to any other outstanding obligation of Seller to Buyer Agent, the Buyers or their Affiliates.
