Event of Default Remedies. Upon the occurrence and during the continuation of an Event of Default: (a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth herein, the Pledgee shall have the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Pledgor agrees that if notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten days before any such disposition, to the address indicated in Section 13(b). Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor. (b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient. (c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received. (d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. (e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement. (f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law. (g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 2 contracts
Samples: Pledge Agreement (Cambium Learning Group, Inc.), Pledge Agreement (Cambium Learning Group, Inc.)
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, and without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s 's board or at any of the Pledgee’s 's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Pledgor The Pledgee agrees that if notice of sale shall be required by Law, law such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten five (5) days before any such disposition, to the address indicated in Section 13(b)13(c) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and released by each the Pledgor.
(b) All of the Pledgee’s 's rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ the Pledgor's expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to the Pledgee under any Loan Document until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 1010 of this Agreement, as and when such payments are received.
(d) Each The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawlaw, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Lawsof 1933, as amended. Each The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the PledgorsPledgor. The Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten five (5) days’ ' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 2 contracts
Samples: Pledge Agreement (Global Payment Technologies Inc), Pledge Agreement (Global Payment Technologies Inc)
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Pledgor The Pledgee agrees that if notice of sale shall be required by Law, law such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten (10) days before any such disposition, to the address indicated in Section 13(b)13(c) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and released by each the Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ the Pledgor’s expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to the Pledgee under any Loan Document until the Secured its Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 1010 hereof, as and when such payments are received.
(d) Each The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawlaw, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Lawsof 1933, as amended. Each The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the PledgorsPledgor. The Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten (10) days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee and the Lenders shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 2 contracts
Samples: Credit Agreement (Comtech Telecommunications Corp /De/), Credit Agreement (Comtech Telecommunications Corp /De/)
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Secured Party may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the Code (whether or not the Code applies to the affected Collateral);
(b) require Debtor to, and Debtor hereby agrees that it will at its expense and upon request of Secured Party, promptly assemble all or part of the Collateral as directed by Secured Party and make it (together with all books, records and information of Debtor relating thereto) available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties;
(c) reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the rightpremises of Debtor or elsewhere, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party's power of sale, but sales may be required made from time to purchase time, and at any securities constituting time, until all of the Pledged Collateral solely has been sold or until the Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy the Collateral, or any part thereof, at any public sale;
(f) buy the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;
(g) apply by appropriate judicial proceedings for investment appointment of a receiver for the Collateral, or any part thereof, and without Debtor hereby consents to any intention such appointment; and
(h) at its discretion, retain the Collateral in satisfaction of the Obligations whenever the circumstances are such that Secured Party is entitled to make a distribution thereof) as do so under the Pledgee Code or otherwise (provided that Secured Party shall in its sole and absolute discretion deems appropriate without any liability for any loss due no circumstances be deemed to decrease have retained the Collateral in satisfaction of the Obligations in the market value absence of an express notice by Secured Party to Debtor that Secured Party has either done so or intends to do so). Debtor agrees that, to the Pledged Collateral during the period held. Each Pledgor agrees that if extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, seven (7) days' notice to the address indicated in Section 13(b). Any disposition Debtor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Credit Agreement (E-Dentist Com Inc)
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Lender may from time to time in its discretion, without limitation and without notice, except as expressly provided below or by non-waivable, applicable law:
(a) In Proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations to Lender are evidenced, including as permitted by applicable law the obtaining of the ex parte appointment of a keeper, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of Lender. No remedy herein conferred upon Xxxxxx is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law;
(b) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, all the applicable rights and remedies of a secured party under applicable Law and the UCC;
(c) Reduce its claim to judgment, execution, foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) Dispose of, at its office, on the right, without demand premises of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices Debtor or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Lender’s power of sale, but sales may be required made from time to purchase time, and at any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value time, until all of the Pledged Collateral during has been sold or until the period held. Each Pledgor Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) Buy the Collateral, or any part thereof, at any public sale;
(f) Sell or buy the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;
(g) To the extent permitted by the laws, whether presently existing or hereafter adopted, of the jurisdiction in which the Collateral or any part thereof is located, including without limitation the State of Oklahoma, require Debtor to, and Debtor hereby agrees that if they will at their expense and upon request of Lender forthwith, assemble all or part of the Collateral as directed by Lender and make it available to Lender at a place to be designated by Lender which is reasonably convenient to all parties;
(h) At its discretion, retain the Collateral in satisfaction of the Obligations whenever the circumstances are such that Xxxxxx is entitled to do so under the UCC or otherwise;
(i) Apply by appropriate judicial proceedings for appointment of a receiver or keeper for the Collateral, or any part thereof, and Debtor hereby consents to any such appointment;
(j) Exercise its full rights under any Guaranty; and
(k) Exercise self-help remedies, including, without limitation, self-help repossession, to the fullest extent permitted by applicable law. Xxxxxx agrees that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, (10) calendar days’ notice to the address indicated in Section 13(b). Any disposition Debtor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Lender may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Loan and Security Agreement (Safe & Green Holdings Corp.)
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Pledgee may from time to time in its discretion and subject to the Subordination Agreement, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, under the other Loan Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require Pledgor to, and Pledgor hereby agrees that it will upon request of Pledgee forthwith, assemble all or part of the Collateral as directed by Pledgee and make it available to Pledgee at a place to be designated by Pledgee which is reasonably convenient to both parties;
(c) reduce its claim to judgment against Pledgor or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand premises of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demandselsewhere, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Pledgee’s power of sale, but sales may be required made from time to purchase time, and at any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value time, until all of the Pledged Collateral during has been sold or until the period heldObligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow any Secured Party to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow any Secured Party to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations; and
(g) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment. Each Pledgor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, (10) days’ notice to the address indicated in Section 13(b). Any disposition Pledgor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Pledgee may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon Lender may, upon or at any time after the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth herein, the Pledgee shall have the rightat its option, without demand of performance transfer or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver register the Pledged Collateral or any part thereof into its name with or without any indication that such Pledged Collateral is subject to the security interest hereunder. In addition, following the occurrence and during the continuance of an Event of Default, Lender shall have such powers of sale and other powers as may be conferred by applicable law. With respect to the Pledged Collateral or any part thereof which shall then be in or shall thereafter come into the possession or custody of Lender or which Lender shall otherwise have the ability to transfer under applicable law, Lender may, in its sole discretion, without notice following the occurrence and during the continuance of an Event of Default, sell or cause the same to be sold at any exchange or broker's board or at public or private sale, in one or more parcels at public sales or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere lots, at such prices price as is reasonable, for cash. Any cash held by Lender as Pledged Collateral and on such terms (includingall cash proceeds received by Lender in respect of any sale of, without limitationcollection from, a requirement that any purchaser of or other realization upon all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease may, in the market value discretion of the Pledged Collateral during the period held. Each Pledgor agrees that if notice of sale shall Lender, be required applied by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten days before any such disposition, to the address indicated in Section 13(b). Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase Lender against all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted Obligations including all reasonable costs (including attorney's fees) incurred by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations Lender in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms enforcement of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have Note, or the right to deliver, assign Option after Borrower's default. Any surplus remaining after application of cash proceeds and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right payments in full of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof Obligations shall be satisfactory paid to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Pledgee may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the Code (whether or not the Code applies to the affected Collateral);
(b) require Pledgor to, and Pledgor hereby agrees that it will upon request of Pledgee forthwith, assemble all or part of the Collateral as directed by Pledgee and make it available to Pledgee at a place to be designated by Pledgee which is reasonably convenient to both parties; CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT
(c) reduce its claim to judgment against Pledgor or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand premises of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demandselsewhere, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Pledgee’s power of sale, but sales may be required made from time to purchase time, and at any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value time, until all of the Pledged Collateral during has been sold or until the period heldObligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow any Lender to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow any Lender to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations; and
(g) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment. Each Pledgor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, (10) days’ notice to the address indicated in Section 13(b). Any disposition Pledgor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Pledgee may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, then Secured Party may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Loan Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of Secured Party, promptly assemble all books, records and information of such Grantor relating to the Collateral at a place to be designated by Secured Party which is reasonably convenient to both parties;
(c) reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any premises of the Pledgee’s offices respective Grantor or elsewhere at such prices and on such terms (includingelsewhere, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party’s power of sale, but sales may be required made from time to purchase time, and at any securities constituting time, until all of the Pledged Collateral solely has been sold or until the Secured Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow one or more of the Lender Parties to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow one or more of the Lender Parties to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;
(g) appoint by instrument in writing one or more receivers, managers or receiver/manager for investment the Collateral or the business and without undertaking of any intention Grantor pertaining to make the Collateral (the “Receiver”). Any such Receiver will have, in addition to any other rights, remedies and powers which a distribution thereof) Receiver may have at Law, in equity or by statute, the rights and powers set out elsewhere in this Section 4.2. In exercising such rights and powers, any Receiver will act as and for all purposes will be deemed to be the Pledgee in its sole agent of Grantors and absolute discretion deems appropriate without any liability no Lender Party will be responsible for any loss due act or default of any Receiver. The Lender Parties may remove any Receiver and appoint another from time to decrease time. No Receiver appointed by the Lender Parties need be appointed by, nor need its appointment be ratified by, or its actions in any way supervised by a court;
(h) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and each Grantor hereby consents to any such appointment; and
(i) at its discretion, retain the Collateral in satisfaction of the Secured Obligations whenever the circumstances are such that Secured Party is entitled to do so under the UCC or otherwise (provided that Secured Party shall in no circumstances be deemed to have retained the Collateral in satisfaction of the Secured Obligations in the market value absence of the Pledged Collateral during the period heldan express notice by Secured Party to such Grantor that Secured Party has either done so or intends to do so). Each Pledgor Grantor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten days before any (10) days’ notice to such disposition, to the address indicated in Section 13(b). Any disposition Grantor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Pledge and Security Agreement (Energy Transfer Equity, L.P.)
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Pledgee may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the Code (whether or not the Code applies to the affected Collateral);
(b) require Pledgor to, and Pledgor hereby agrees that it will upon request of Pledgee forthwith, assemble all or part of the Collateral as directed by Pledgee and make it available to Pledgee at a place to be designated by Pledgee which is reasonably convenient to both parties;
(c) reduce its claim to judgment against Pledgor or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand premises of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demandselsewhere, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Pledgee's power of sale, but sales may be required made from time to purchase time, and at any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value time, until all of the Pledged Collateral during has been sold or until the period heldObligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow any Bank to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow any Bank to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations; and
(g) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment. Each 152 Pledgor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, (10) days' notice to the address indicated in Section 13(b). Any disposition Pledgor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Pledgee may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Credit Agreement (Prize Energy Corp)
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Pledgee, acting at the direction of the Requisite Lenders, may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, under the other Loan Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require Pledgor to, and Pledgor hereby agrees that it will upon request of Pledgee forthwith, assemble all or part of the Collateral as directed by Pledgee and make it available to Pledgee at a place to be designated by Pledgee which is reasonably convenient to both parties;
(c) reduce its claim to judgment against Pledgor or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand premises of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demandselsewhere, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Pledgee’s power of sale, but sales may be required made from time to time, and at any time, until all of the Collateral has been sold or until the Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow any Secured Party to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow any Secured Party to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations; and
(g) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment. The Pledgee or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any securities constituting part of the Pledged Collateral solely for investment and without so sold, free of any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease right or equity of redemption in the market value Pledgor, which right or equity is hereby waived and released provided that individual Lenders shall not be permitted to “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise under the Bankruptcy Code (which right to credit bid shall be exercised solely by the Pledgee, at the direction of the Pledged Collateral during the period heldRequisite Lenders). Each Pledgor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, (10) days’ notice to the address indicated in Section 13(b). Any disposition Pledgor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Pledgee may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s 's board or at any of the Pledgee’s 's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held, provided that any such sale shall be made in a commercially reasonably manner. Each Pledgor The Pledgee agrees that if notice of sale shall be required by Law, law such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten (10) days before any such disposition, to the address indicated in Section 13(b)13(c) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee and each Lender to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and released by each the Pledgor.
(b) All of the Pledgee’s 's rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ the Pledgor's expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to the Pledgee under any Loan Document until the Secured its Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 1010 hereof, as and when such payments are received.
(d) Each The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawlaw, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Lawsof 1933, as amended. Each The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the PledgorsPledgor. The Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten (10) days’ ' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee and the Lenders shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. The occurrence of an event of default under the Note shall constitute an event of default under this Agreement. Upon the occurrence and during the continuation of an Event event of Default:
(a) In default, the Company shall have the option to declare this Agreement in default and thereupon the Company is authorized to exercise and shall have, in addition to the rights and remedies provided in this Agreement and all other applicable rights and remedies, the rights and remedies of a secured party under applicable Law the Uniform Commercial Code of the State of Washington and otherwise set forth herein, the Pledgee shall have the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all applicable laws. In particular, and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all the Company is authorized at its option and without further notice or any part of demand to cause the Pledged Collateral shall Shares to be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value transferred of the Pledged Collateral during the period held. Each Pledgor agrees that if notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed record to the applicable Pledgor, postage prepaid, at least ten days before any such disposition, to the address indicated in Section 13(b). Any disposition of the Pledged Collateral Company or any part thereof may be for cash its agent or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive nominee and shall be enforceable alternatively, successively or concurrently as entitled to exercise all rights of ownership in respect to the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm Pledged Shares and all property received with respect to the method Pledged Shares. The Company shall also have the right to hold and manner of sale or other disposition of any of vote the Pledged CollateralShares and, at its option and upon 20 days' notice in writing to Pledgors of such default, shall have the best price reasonably obtainable therefor, right to sell and transfer the consideration of cash and/or credit terms, Pledged Shares and the property received with respect to the Pledged Shares or any portion thereof at any public or private sale, including private placement based upon investment representations, and for cash or such other details concerning such sale or disposition. The Pledgeeconsideration as the Company shall, in its sole discretion, may elect determine to sell be reasonable, and Pledgors shall have no right or equity of redemption in connection with any such sale; provided, however, that during such 20-day period Pledgors shall have the right to cure any default by paying all obligations under the Note, together with all expenses incurred by the Company including, without limitation, reasonable attorneys' fees and expenses in obtaining, holding and preparing for sale the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of Shares and the property received with respect to the Pledged Collateral on credit terms shall not relieve any Pledgor Shares and in arranging for the sale. After deducting the expenses of its liability to such sale, including reasonable attorneys' fees, the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral proceeds therefrom shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale payment of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale Pledgors' obligations under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under Note and the foregoing circumstances surplus, if any, shall be deemed paid to have been made in a commercially reasonable mannerPledgors.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation ------------------------- continuance of an Event of Default:
(a) In addition to The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable Law and otherwise set forth hereinjurisdiction. In addition, the Pledgee Lender shall have the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any the Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawwaived), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms and restrictions (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems Lender may deem appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each If any notification to the Pledgor agrees that if notice of sale shall be the intended disposition of the Collateral is required by Lawlaw, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, hand delivered or made by telecopy at least ten days before any Business Days' prior to such disposition, disposition to the address indicated in Section 13(b). Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each PledgorPledgor indicated below.
(b) All of the Pledgee’s Lender's rights and remediesremedies under this Pledge Agreement and under applicable law, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion Lender may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, . the Pledgee Lender shall have the right to deliver, endorse, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (disposition, including the Pledgee) Lender, shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption redemption. The Pledgor specifically waives all rights of stay or appraisal which the Pledgors, to the fullest extent permitted Pledgor had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(gd) The Pledgee Lender undertakes to use commercially reasonable efforts to cause a sale of the Collateral: provided, that the Lender -------- shall not be obligated to make any sale or other disposition, disposition unless the terms thereof shall be satisfactory to it. The Pledgee Pledgor acknowledges and agrees that the Lender shall have no liabilities for any delay experienced in its efforts to effect such a sale or the ultimate terms of any such sale. The Lender may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ Business Days' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee Lender until the selling price is paid by the purchaser thereof, but the Pledgee Lender shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, and without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Pledgor The Pledgee agrees that if notice of sale shall be required by Law, law such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten (10) days before any such disposition, to the address indicated in Section 13(b)13(c) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and released by each the Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ the Pledgor’s expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to the Pledgee under any Loan Document until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 1010 of this Agreement, as and when such payments are received.
(d) Each The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawlaw, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Lawsof 1933, as amended. Each The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the PledgorsPledgor. The Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten five (5) days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee and the Lenders shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Collateral Agent may, from time to time in its reasonable discretion, without limitation and without notice except as expressly provided below, in each case subject to the terms of Section 7.01 of the Credit Agreement:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Loan Documents or otherwise available to it at Law, in equity or under any statute or other agreement, all the rights and remedies of a secured party on default under applicable Law and otherwise set forth hereinthe UCC (whether or not the UCC applies to the affected Collateral);
(b) require each Grantor to, the Pledgee shall have the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each Grantor hereby agrees that it will at its expense and upon request of which demandsCollateral Agent forthwith, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of assemble all or any part of the Pledged Collateral shall as directed by Collateral Agent and make it (together with all books, records and information of such Grantor relating thereto) available to Collateral Agent at a place to be required to purchase any securities constituting the Pledged designated by Collateral solely for investment and without any intention to make a distribution thereofAgent;
(c) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Pledgor agrees that if notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed prior to the applicable Pledgor, postage prepaid, at least ten days before any such disposition, to the address indicated in Section 13(b). Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit riskCollateral, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, (i) to the extent permitted by applicable Law, hereby expressly waived enter, with or without process of Law and released without breach of the peace, any premises where any of the Collateral is or may be located, and without charge or liability to Collateral Agent seize and remove such Collateral from such premises, (ii) have access to and use the relevant Grantor’s books, records, and information relating to the Collateral, and (iii) store or transfer any of the Collateral without charge in or by each Pledgor.means of any storage or transportation facility owned or leased by the relevant Grantor, process, repair or recondition any of the Collateral or otherwise prepare it for disposition in any manner and to the extent Collateral Agent deems appropriate and, solely as reasonably necessary for such preparation and disposition, use without charge any copyright, trademark, trade name, patent or technical process used by such Grantor;
(bd) All reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby by any available judicial procedure;
(e) dispose of, at its office, on the premises of the Pledgee’s rights and remediesrespective Grantor or elsewhere, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively all or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as any part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any part of the Pledged Collateral on credit terms shall not relieve exhaust Collateral Agent’s power of sale, but sales may be made from time to time, and at any Pledgor time, until all of its liability to the Pledgee Collateral has been sold or until the Secured Obligations have been paid and performed in full. All payments received by ), and at any such sale it shall not be necessary to exhibit any of the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.Collateral;
(df) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all buy (or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to allow one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under Secured Parties to buy) the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateralpart thereof, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.public sale;
(g) The Pledgee shall not be obligated buy (or allow one or more of the Secured Parties to make buy) the Collateral, or any sale or other dispositionpart thereof, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn at any private sale if the Collateral is of a type customarily sold in a recognized market or public saleis of a type which is the subject of widely distributed standard price quotations;
(h) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof;
(i) give notice of sole control or any other instruction under any account control agreement or similar agreement and take any action provided therein with respect to the applicable Collateral; and, upon ten days’ prior
(j) concurrently with written notice to the applicable PledgorGrantors, hold such sale at any time transfer and register in its name or place to which in the same may be so adjourned. In case name of any sale of all its nominee the whole or any part of the Pledged Instruments, Securities or Investment Property constituting Collateral, on credit to exchange certificates or future deliveryinstruments representing or evidencing Instruments, Securities or Investment Property constituting Collateral for certificates or instruments of smaller or larger denominations, to exercise the Pledged voting and all other rights as a holder with respect thereto, to collect and receive cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Instruments, Securities or Investment Property constituting Collateral so sold may as though the Collateral Agent was the outright owner thereof. Each Grantor agrees that, to the extent notice of sale shall be retained required by the Pledgee until the selling price is paid by the purchaser thereofRequirements of Law, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.at least ten
Appears in 1 contract
Samples: Term Loan Security Agreement
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Secured Party may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require Debtor to, and Debtor hereby agrees that it will at its expense and upon request of Secured Party, promptly assemble all or part of the Collateral as directed by Secured Party and make it (together with all books, records and information of Debtor relating thereto) available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties;
(c) reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the rightpremises of Debtor or elsewhere, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value sale of the Pledged Collateral during the period held. Each Pledgor agrees that if notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten days before any such disposition, to the address indicated in Section 13(b). Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold shall not exhaust Secured Party's power of sale, but sales may be made from time to time, and at any such sale or salestime, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All until all of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively Collateral has been sold or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid and performed in full. All payments received by the Pledgee in respect of a ), and at any such sale of Pledged Collateral it shall not be applied necessary to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part exhibit any of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.Collateral;
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of buy the Pledged Collateral, or any partial disposition of the Pledged Collateralpart thereof, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing at any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.public sale;
(f) Upon any sale or other dispositionbuy the Collateral, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but at any private sale if the Pledgee shall incur no liability Collateral is of a type customarily sold in a recognized market or is of a type which is the case subject of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.widely distributed standard price quotations;
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, and without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Pledgor The Pledgee agrees that if notice of sale shall be required by Law, law such notification shall be deemed reasonable and properly given if mailed to the applicable PledgorPledgor(s), postage prepaid, at least ten five (5) days before any such disposition, to the address indicated in Section 13(b)13(d) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and released by each Pledgorthe Pledgor(s).
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ the Pledgor’s expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee under any Loan Document until the Secured its Guaranty Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Guaranty Obligations in the manner provided in Section 1010 hereof, as and when such payments are received; provided that recourse of the Bank with respect to such payment by any Pledgor shall be limited as provided in Section 11 of the Guaranty.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawlaw, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Lawsof 1933, as amended. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the Pledgorsany Pledgor. Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten five (5) days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Secured Party may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require Pledgor to, and Pledgor hereby agrees that it will at its expense and upon request of Secured Party, promptly assemble all or part of the Collateral as directed by Secured Party and make it (together with all books, records and information of Pledgor relating thereto) available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties;
(c) reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand premises of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demandselsewhere, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value sale of the Pledged Collateral during the period held. Each Pledgor agrees that if notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten days before any such disposition, to the address indicated in Section 13(b). Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold shall not exhaust Secured Party's power of sale, but sales may be made from time to time, and at any such sale or salestime, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All until all of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively Collateral has been sold or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid and performed in full. All payments received by ), and at any such sale it shall not be necessary to exhibit any of the Pledgee in respect Collateral;
(e) buy the Collateral, or any part thereof, at any public sale;
(f) buy the Collateral, or any part thereof, at any private sale if the Collateral is of a sale type customarily sold in a recognized market or is of Pledged a type which is the subject of widely distributed standard price quotations;
(g) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment; and
(h) at its discretion, retain the Collateral shall be applied to in satisfaction of the Secured Obligations in whenever the manner provided in Section 10, as and when circumstances are such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable Secured Party is entitled to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales do so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act UCC or any other applicable securities Laws. Each Pledgor agrees otherwise (provided that a private sale or sales made under the foregoing Secured Party shall in no circumstances shall be deemed to have been made retained the Collateral in a commercially reasonable manner.
(e) If any consent, approval or authorization satisfaction of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.the
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinthe Uniform Commercial Code, the Pledgee shall have the right, and without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any the Pledgor or any other Person person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or exchange, broker’s 's board or at any of the Pledgee’s 's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Pledgor agrees that if notice If any notification of sale shall be intended disposition of the Collateral is required by Lawlaw, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgormailed, postage prepaid, at least ten (10) days before any such disposition, disposition to the Pledgor's address indicated in Section 13(b)above. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and or released by each the Pledgor.
(b) All of the Pledgee’s 's rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively succes sively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm which is a member firm of the New York Stock Exchange with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which as it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to under any of the Pledgee Guaranteed Obligations until the Secured Obligations have full purchase price for the Collateral has been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Guaranteed Obligations in the manner provided in Section 1010 of this Agreement, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawthe Securities Act of 1933, as amended (the "Act"), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for to the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, sale and that the Pledgee has no obligation to delay the sale of any Pledged Collateral collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable mannerAct.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist use its best efforts to secure the Pledgee as requested in connection with any same. Pledgor further agrees to use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the PledgorsPledgor. Pledgor specifically waives, to the fullest extent permitted by applicable law, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten not less than five (5) days’ ' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, Collateral on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Secured Party may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Finance Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require Debtors to, and Debtors hereby agree that they will at their expense and upon request of Secured Party, promptly assemble all books, records and information of Debtors relating to the Collateral at a place to be designated by Secured Party which is reasonably convenient to both parties;
(c) reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the rightpremises of Debtors or elsewhere, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party’s power of sale, but sales may be required made from time to purchase time, and at any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value time, until all of the Pledged Collateral during has been sold or until the period heldSecured Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow one or more of the Security Beneficiaries to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow one or more of the Security Beneficiaries to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations; and
(g) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Debtors hereby consent to any such appointment. Each Pledgor agrees that if Debtors agree that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, (10) days’ written notice to the address indicated in Section 13(b). Any disposition Debtors of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Collateral Agent may from time to time in its reasonable discretion, without limitation and without notice except as expressly provided below, in each case subject to the terms of Section 7.01 of the Credit Agreement:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Loan Documents or Swap Agreements or otherwise available to it at Law, in equity or under any statute or other agreement, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of Collateral Agent, promptly assemble all books, records and information of such Grantor relating to the Collateral at a place to be designated by Collateral Agent;
(c) reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any premises of the Pledgee’s offices respective Grantor or elsewhere at such prices and on such terms (includingelsewhere, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Collateral Agent’s power of sale, but sales may be required made from time to purchase time, and at any securities constituting time, until all of the Pledged Collateral solely has been sold or until the Secured Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow one or more of the Secured Parties to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow one or more of the Secured Parties to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;
(g) apply by appropriate judicial proceedings for investment and without appointment of a receiver for the Collateral, or any intention part thereof; and
(h) at its discretion, retain the Collateral in satisfaction of the Secured Obligations whenever the circumstances are such that Collateral Agent is entitled to make a distribution thereof) as do so under the Pledgee UCC or otherwise (provided that Collateral Agent shall in its sole and absolute discretion deems appropriate without any liability for any loss due no circumstances be deemed to decrease have retained the Collateral in satisfaction of the Secured Obligations in the market value absence of the Pledged an express notice by Collateral during the period heldAgent to such Grantor that Collateral Agent has either done so or intends to do so). Each Pledgor Grantor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten days before any (10) days’ notice to such disposition, to the address indicated in Section 13(b). Any disposition Grantor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged notification. Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Term Loan Pledge Agreement
Event of Default Remedies. Upon (a) demand by the occurrence and during Lender pursuant to any one or more of the continuation Promissory Notes or (b) upon the breach by Debtor of any of the terms of the Letter Agreement, this Agreement, any of the Promissory Notes or any of the Control Agreements (each, an "Event of Default:
(a) In addition to all "), the Lender may exercise the rights and pursue the remedies provided under Article 9 of the UCC, as currently effective in or as hereafter amended, including but not limited to exercising all voting rights with respect to the Collateral, collecting all dividends and other distributions with respect to the Collateral, selling the Collateral at any public or private sale, at the Lender's option, without advertisement, and delivering a secured party notice of exclusive control under applicable Law and otherwise set forth hereinany of the Control Agreements to the respective issuer named therein; provided, however, that upon any such demand, you shall have 90 days from the date thereof to make payment; provided, further, that if such demand is made subsequent to your death or incapacity, your estate shall have 180 days from the date thereof to make payment; in either such case, and, until such payment is due, the Pledgee Lender shall have refrain from exercising the rightaforementioned rights and remedies. The Lender may bid and become a purchaser at any such sale, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or and upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to such sale the extent permitted by applicable Law), to proceed forthwith to Lender shall collect, receive, appropriate and realize upon hold and apply the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) proceeds as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period heldprovided herein. Each Pledgor agrees that if If notice of sale shall be intended disposition is required by Lawlaw, such notification notice, if mailed, shall be deemed reasonable reasonably and properly given if mailed to the applicable Pledgor, postage prepaid, address of Debtor appearing on the records of the Lender at least ten five days before any the time of such disposition, to the address indicated in Section 13(b). Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at The proceeds from any such sale or sales, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral action shall be applied first to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale payment of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications legal and other instruments as may reasonably be required costs and expenses incurred in connection with securing any the sale or action and next to the payment of the Liabilities, as determined by the Lender. The balance, if any, of such consent, approval or authorization, and will otherwise assist proceeds remaining after such application shall be paid to Debtor. If the Pledgee as requested in connection with proceeds of any such sale or other disposition of action are insufficient to pay in full the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreementamounts specified above, Debtor shall remain liable for such deficiency.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, and without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s 's board or at any of the Pledgee’s 's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Pledgor The Pledgee agrees that if notice of sale shall be required by Law, law such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten (10) days (or such longer period required by any provision of applicable laws) before any such disposition, to the address indicated in Section 13(b)13(d) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and released by each the Pledgor.
(b) All of the Pledgee’s 's rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ the Pledgor's expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to the Pledgee under any Loan Document until the Secured its Guaranty Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Guaranty Obligations in the manner provided in Section 1010 of this Agreement, as and when such payments are received.
(d) Each The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawlaw, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Lawsof 1933, as amended. Each The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the PledgorsPledgor. The Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten five (5) days’ ' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of DefaultDefault as hereinbefore defined:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinthe Uniform Commercial Code in effect in the State of New York at that time, the Pledgee shall have the right, and without demand of or performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any the Pledgor or any other Person person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or exchange, broker’s 's board or at any of the Pledgee’s 's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without to be commercially reasonable. If any liability for any loss due to decrease in the market value notification of intended disposition of the Pledged Collateral during the period held. Each Pledgor agrees that if notice of sale shall be is required by Lawlaw, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgormailed, postage prepaid, at least ten (10) days before any such disposition, disposition to the Pledgor's address indicated in Section 13(b)above. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the to Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Law, is hereby expressly waived and or released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.the
Appears in 1 contract
Samples: Pledge Agreement (Kti Inc)
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of DefaultDefault under the Credit Agreement or under any of the other New Loan Documents:
(a) In addition to The Lender shall have all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinthe Uniform Commercial Code. In addition, the Pledgee Lender shall have the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any the Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or exchange, broker’s 's board or at any of the Pledgee’s Lender's offices or elsewhere at such prices and on such terms and restrictions (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems Lender may deem appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each If any notification to the Pledgor agrees that if notice of sale shall be the intended disposition of the Collateral is required by Lawlaw, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, hand delivered or made by telecopy at least ten days before any five Business Days' prior to such disposition, disposition to the address of the Pledgor indicated in Section 13(b)below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of to the Pledgee Lender to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any Pledgorredemption, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and released by each the Pledgor. At any such sale or other disposition, the Lender reserves the right to sell for cash, on credit (whether secured or unsecured), or a combination of both, and not to credit the Obligations unless and until any deferred portion of the purchase has actually been paid to Lender in good funds.
(b) All of the Pledgee’s Lender's rights and remediesremedies under this Pledge Agreement and under applicable law, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion Lender may deem expedient.
(c) The Pledgee Lender may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent nationally-known investment banking firm, including any such firm affiliated with Lender, with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee Lender may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), or other relevant securities laws in any applicable securities Lawjurisdiction, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged required to qualify as “Accredited Investors” (as such term is defined in Regulation D promulgated under the Securities Act) or under other exemption, and who will be obligated to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for to the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee Lender has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or other relevant securities laws in any other applicable securities Lawsjurisdictions. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall not be deemed to have been made in a be commercially reasonable mannerunreasonable by virtue of such circumstances.
(e) If any consent, approval or authorization of of, or filing with, any Governmental Authority should or any other Person shall be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable including, without limitation, under any federal or state securities laws, Pledgor will agrees to execute all such applications applications, registrations and other documents and instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist use their best efforts to secure the Pledgee as requested in connection with any same. Pledgor further agrees to use its best efforts to effectuate such sale or other disposition of the Pledged Collateral as the Pledgee Lender may deem necessary pursuant to the terms of this Pledge Agreement.
(f) Upon any sale or other disposition, ; the Pledgee Lender shall have the right to deliver, endorse, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (disposition, including the Pledgee) Lender, shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgorsredemption. Pledgor specifically waives, to the fullest extent permitted by applicable law, all rights of stay or appraisal which Pledgor has or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee Lender shall not be obligated to make any sale or other disposition, disposition unless the terms thereof shall be satisfactory to it. The Pledgee Lender may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ five Business Days' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee Lender until the selling price is paid by the purchaser thereof, but the Pledgee Lender shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Pledge Agreement (Integrated Healthcare Holdings Inc)
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable Law and otherwise set forth hereinjurisdiction. In addition, the Pledgee Lender shall have the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any the Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawwaived), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms and restrictions (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems Lender may deem appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each If any notification to the Pledgor agrees that if notice of sale shall be the intended disposition of the Collateral is required by Lawlaw, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, hand delivered or made by telecopy at least ten days before any Business Days' prior to such disposition, disposition to the address indicated in Section 13(b). Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each PledgorPledgor indicated below.
(b) All of the Pledgee’s Lender's rights and remediesremedies under this Pledge Agreement and under applicable law, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion Lender may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee Lender shall have the right to deliver, endorse, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (disposition, including the Pledgee) Lender, shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption redemption. The Pledgor specifically waives all rights of stay or appraisal which the Pledgors, to the fullest extent permitted Pledgor had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(gd) The Pledgee Lender undertakes to use commercially reasonable efforts to cause a sale of the Collateral; provided, that the Lender shall not be obligated to make any sale or other disposition, disposition unless the terms thereof shall be satisfactory to it. The Pledgee Pledgor acknowledges and agrees that the Lender shall have no liabilities for any delay experienced in its efforts to effect such a sale or the ultimate terms of any such sale. The Lender may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ Business Days' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee Lender until the selling price is paid by the purchaser thereof, but the Pledgee Lender shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, and without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s 's board or at any of the Pledgee’s 's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Pledgor The Pledgee agrees that if notice of sale shall be required by Law, law such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten (10) days (or such longer period required by any provision of applicable laws) before any such disposition, to the address indicated in Section 13(b)13(d) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and released by each the Pledgor.
(b) All of the Pledgee’s 's rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ the Pledgor's expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to the Pledgee under any Loan Document until the Secured its Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 1010 of this Agreement, as and when such payments are received.
(d) Each The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawlaw, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Lawsof 1933, as amended. Each The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the PledgorsPledgor. The Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten five (5) days’ ' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee and the Lender shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Pledgee may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the Code (whether or not the Code applies to the affected Collateral);
(b) require Pledgor to, and Pledgor hereby agrees that it will upon request of Pledgee forthwith, assemble all or part of the Collateral as directed by Pledgee and make it available to Pledgee at a place to be designated by Pledgee which is reasonably convenient to both parties;
(c) reduce its claim to judgment against Pledgor or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand premises of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demandselsewhere, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Pledgee's power of sale, but sales may be required made from time to purchase time, and at any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value time, until all of the Pledged Collateral during has been sold or until the period heldObligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow its designee to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow its designee to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations; and
(g) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment. Each Pledgor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, (10) days' notice to the address indicated in Section 13(b). Any disposition Pledgor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Pledgee may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all Pledgor agrees that upon a foreclosure or any part transfer in lieu thereof of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by that the purchaser thereofor transferee will be admitted as a member of Quest Cherokee, but the Pledgee shall incur no liability in the case with all rights of the failure of such purchaser a member therein, including all rights to take up distributions and pay for the property so sold and, in case of any such failure, such property may again be sold as herein providedall management and voting rights.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Pledgee may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the Code (whether or not the Code applies to the affected Collateral);
(b) require Pledgor to, and Pledgor hereby agrees that it will upon request of Pledgee forthwith, assemble all or part of the Collateral as directed by Pledgee and make it available to Pledgee at a place to be designated by Pledgee which is reasonably convenient to both parties;
(c) reduce its claim to judgment against Pledgor or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand premises of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demandselsewhere, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Pledgee’s power of sale, but sales may be required made from time to purchase time, and at any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value time, until all of the Pledged Collateral during has been sold or until the period heldObligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow any Bank to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow any Bank to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations; and
(g) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment. Each Pledgor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, (10) days’ notice to the address indicated in Section 13(b). Any disposition Pledgor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Pledgee may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Credit Agreement (GeoMet, Inc.)
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Collateral Agent may from time to time in its Permitted Discretion, without limitation and without notice except as expressly provided below, in each case subject to the terms of Section 8.02 of the Credit Agreement:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Loan Documents or Secured Cash Management Agreement or otherwise available to it at Law, in equity or under any statute or other agreement, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of Collateral Agent, promptly assemble all books, records and information of such Grantor relating to the Collateral at a place to be designated by Collateral Agent;
(c) reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any premises of the Pledgee’s offices respective Grantor or elsewhere at such prices and on such terms (includingelsewhere, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Collateral Agent’s power of sale, but sales may be required made from time to purchase time, and at any securities constituting time, until all of the Pledged Collateral solely has been sold or until the Secured Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow one or more of the Secured Parties to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow one or more of the Secured Parties to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;
(g) apply by appropriate judicial proceedings for investment and without appointment of a receiver for the Collateral, or any intention part thereof; and
(h) at its discretion, retain the Collateral in satisfaction of the Secured Obligations whenever the circumstances are such that Collateral Agent is entitled to make a distribution thereof) as do so under the Pledgee UCC or otherwise (provided that Collateral Agent shall in its sole and absolute discretion deems appropriate without any liability for any loss due no circumstances be deemed to decrease have retained the Collateral in satisfaction of the Secured Obligations in the market value absence of the Pledged an express notice by Collateral during the period heldAgent to such Grantor that Collateral Agent has either done so or intends to do so). Each Pledgor Grantor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable Law and properly given if mailed to in the applicable Pledgor, postage prepaidcase of any Pledged ULC Shares whether or not required by law, at least ten days before any (10) days’ notice to such disposition, to the address indicated in Section 13(b). Any disposition Grantor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged notification. Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Pledge Agreement
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, the Secured Party may from time to time in its discretion, without limitation and without notice, except as expressly provided below:
(a) In Exercise in respect of the Collateral, in addition to any other right and remedy provided for herein, under the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and any other applicable Law law.
(b) Prior to the disposition of any Collateral, have access to and use Grantor’s books, records, and information relating to the Collateral.
(c) Reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure.
(d) Dispose of, at its office, on the rightpremises of Grantor or elsewhere, without demand any Collateral, as a unit or in parcels, by public or private proceedings, and by way of performance one or other demand, advertisement or notice more contracts (but that the sale of any kindCollateral shall not exhaust the Secured Party’s power of sale, except as specified belowand sales may be made from time to time, to and at any time, until all of the Collateral has been sold or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawuntil Payment in Full), and at any such sale it shall not be necessary to proceed forthwith exhibit any Collateral.
(e) Buy (or allow any Beneficiary to collect, receive, appropriate and realize upon the Pledged buy) Collateral, or any part thereof and thereof, at any public sale.
(f) Buy (or allow any Beneficiary to proceed forthwith to sellbuy) Collateral, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels thereof, at public or any private sale if any Collateral is of a type customarily sold in a recognized market or sales at any stock exchange or broker’s board or at any is of a type that is the Pledgee’s offices or elsewhere at such prices and on such terms subject of widely distributed standard price quotations.
(includingg) Apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, without limitation, a requirement that any purchaser of all or any part thereof, and Grantor consents to any such appointment.
(h) Comply with any applicable state or federal law requirement in connection with a disposition of Collateral and such compliance shall not be considered to affect adversely the Pledged commercial reasonableness of any sale of Collateral.
(i) Sell Collateral shall be required without giving any warranty, with respect to purchase title or any securities constituting the Pledged Collateral solely other matter and for investment and without any intention to make a distribution thereof) cash, on credit or for non-cash consideration as the Pledgee Secured Party determines is appropriate.
(j) Give any entitlement order, instruction or direction in respect of any Investment Property to any issuer, bank, securities intermediary, or commodity intermediary, and to withhold its sole and absolute discretion deems appropriate without consent to the exercise of any liability for any loss due to decrease in withdrawal rights or dealing rights by Grantor.
(k) To the market value of the Pledged Collateral during the period held. Each Pledgor agrees that if extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed law with respect to the applicable Pledgor, postage prepaidCollateral, at least ten days before any such disposition, (10) days’ notice to the address indicated in Section 13(b). Any disposition Grantor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or salesthe time after which any private sale is to be made shall constitute reasonable notification; provided that, public or private, free of any equity or right of redemption if the Secured Party fails in any Pledgorrespect to give such notice, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not its liability for such failure shall be limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as liability (if any) imposed on it by law under the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or dispositionUCC. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee Party shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to itof Collateral regardless of notice of sale having been given. The Pledgee Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Credit Agreement (W&t Offshore Inc)
Event of Default Remedies. Upon (a) demand by the occurrence and during Lender pursuant to the continuation Note or (b) upon the breach by Debtor of any of the terms of the Note Purchase Agreement, this Agreement (in any such case, an "Event of Default:
(a) In addition to all "), the Lender may exercise the rights and pursue the remedies provided under Article 9 of the UCC, as currently effective in or as hereafter amended, including but not limited to exercising all voting rights with respect to the Collateral, collecting all dividends and other distributions with respect to the Collateral, selling the Collateral at any public or private sale, at the Lender's option, without advertisement, and delivering a secured party notice of exclusive control under applicable Law and otherwise set forth hereinany of the Control Agreements to the respective issuer named therein; provided, however, that upon any such demand, you shall have 90 days from the date thereof to make payment; provided, further, that if such demand is made subsequent to your death or incapacity, your estate shall have 180 days from the date thereof to make payment; in either such case, and, until such payment is due, the Pledgee Lender shall have refrain from exercising the rightaforementioned rights and remedies. The Lender may bid and become a purchaser at any such sale, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or and upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to such sale the extent permitted by applicable Law), to proceed forthwith to Lender shall collect, receive, appropriate and realize upon hold and apply the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) proceeds as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period heldprovided herein. Each Pledgor agrees that if If notice of sale shall be intended disposition is required by Lawlaw, such notification notice, if mailed, shall be deemed reasonable reasonably and properly given if mailed to the applicable Pledgor, postage prepaid, address of Debtor appearing on the records of the Lender at least ten five days before any the time of such disposition, to the address indicated in Section 13(b). Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at The proceeds from any such sale or sales, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral action shall be applied first to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale payment of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications legal and other instruments as may reasonably be required costs and expenses incurred in connection with securing any the sale or action and next to the payment of the Liabilities, as determined by the Lender. The balance, if any, of such consent, approval or authorization, and will otherwise assist proceeds remaining after such application shall be paid to Debtor. If the Pledgee as requested in connection with proceeds of any such sale or other disposition of action are insufficient to pay in full the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreementamounts specified above, Debtor shall remain liable for such deficiency.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Pledge and Security Agreement (Compound Natural Foods Inc.)
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, and without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or exchange, broker’s 's board or at any of the Pledgee’s 's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Such notification to the Pledgor agrees that if notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgormailed, postage prepaid, at least ten (10) days (or such longer period required by any provision of applicable laws) before any such disposition, to the address indicated in Section 13(b)13(d) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of to the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and or released by each Pledgor.
(b) All of the Pledgee’s 's rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ the Pledgor's expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to the Pledgee under any Loan Document until the Secured its Guaranty Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Guaranty Obligations in the manner provided in Section 1010 of this Agreement, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawlaw, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Lawsof 1933, as amended. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the PledgorsPledgor. Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten five (5) days’ ' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of DefaultDefault as hereinbefore defined:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinthe Uniform Commercial Code in effect in the State of New York at that time, the Pledgee shall have the right, and without demand of or performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any the Pledgor or any other Person person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or exchange, broker’s 's board or at any of the Pledgee’s 's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without to be commercially reasonable. If any liability for any loss due to decrease in the market value notification of intended disposition of the Pledged Collateral during the period held. Each Pledgor agrees that if notice of sale shall be is required by Lawlaw, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgormailed, postage prepaid, at least ten (10) days before any such disposition, disposition to the Pledgor's address indicated in Section 13(b)above. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the to Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Law, is hereby expressly waived and or released by each the Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Pledge Agreement (Kti Inc)
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default, Xxxxxx shall be entitled to exercise all of its rights and remedies for the protection and enforcement of its rights in respect of the Pledged Shares, including the following:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinthe Uniform Commercial Code, the Pledgee Xxxxxx shall have the right, and without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person person or entity (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof thereof, and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral Collateral, or any part thereof thereof, in one or more parcels at public or private sale or sales at any stock exchange or exchange, broker’s 's board or at any of the Pledgee’s Xxxxxx'x offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion Xxxxxx deems appropriate without to be commercially reasonable. If any liability for any loss due to decrease in the market value notification of intended disposition of the Pledged Collateral during the period held. Each Pledgor agrees that if notice of sale shall be is required by Lawlaw, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgormailed, postage prepaidin accordance with Section 14(b) below, at least ten (10) days before any such disposition, to the address indicated in Section 13(b). Any disposition of the Pledged Collateral Collateral, or any part thereof thereof, may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee Xxxxxx to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and or released by each Pledgor.
(b) All of the Pledgee’s Xxxxxx'x rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion Xxxxxx may deem expedient.
(c) The Pledgee Xxxxxx may elect to obtain (at Pledgors’ Pledgor's expense, as part of the Secured Obligations secured hereby) the advice of any independent nationally known investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The PledgeeXxxxxx, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to for any of the Pledgee Obligations until the Secured Obligations have full purchase price for such Pledged Collateral has been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee Xxxxxx may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawthe Act, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee Xxxxxx has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities LawsAct. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should state, municipal or other governmental department, agency or authority shall be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist use its best efforts to secure the Pledgee as requested in connection with any same. Pledgor further agrees to use its best efforts to effect such sale or other disposition of the Pledged Collateral as the Pledgee Xxxxxx may deem xxxx necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee Xxxxxx shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the PledgeeXxxxxx) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption redemption, of the PledgorsPledgor. Pledgor specifically waives, to the fullest extent permitted by applicable law, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee Xxxxxx shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee Xxxxxx may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten (10) days’ ' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee Xxxxxx until the selling price is paid by the purchaser thereof, but the Pledgee Xxxxxx shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided. Pledgor shall only receive credit for funds actually received and retained by Xxxxxx.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s 's board or at any of the Pledgee’s 's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Pledgor The Pledgee agrees that if notice of sale shall be required by Law, law such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten (10) days before any such disposition, to the address indicated in Section 13(b)13(c) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and released by each the Pledgor.
(b) All of the Pledgee’s 's rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ the Pledgor's expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to the Pledgee under any Loan Document until the Secured its Guaranty Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Guaranty Obligations in the manner provided in Section 1010 hereof, as and when such payments are received.
(d) Each The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable 130 securities Lawlaw, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Lawsof 1933, as amended. Each The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the PledgorsPledgor. The Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten (10) days’ ' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee and the Lenders shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Agent may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the Code (whether or not the Code applies to the affected Collateral);
(b) require Borrower to, and Borrower hereby agrees that it will at its expense and upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at a place to be designated by Agent which is reasonably convenient to both parties;
(c) reduce its claim to judgment against Borrower or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the rightpremises of Borrower or elsewhere, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Agent's power of sale, but sales may be required made from time to purchase time, and at any securities constituting time, until all of the Pledged Collateral solely has been sold or until the Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow any Bank to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow any Bank to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;
(g) apply by appropriate judicial proceedings for investment appointment of a receiver for the Collateral, or any part thereof, and without Borrower hereby consents to any intention such appointment; and
(h) at its discretion, retain the Collateral in satisfaction of the Obligations whenever the circumstances are such that Agent is entitled to make a distribution thereof) as do so under the Pledgee Code or otherwise (provided that Agent shall in its sole and absolute discretion deems appropriate without any liability for any loss due no circumstances be deemed to decrease have retained the Collateral in satisfaction of the Obligations in the market value absence of an express notice by Agent to Borrower that Agent has either done so or intends to do so). Borrower agrees that, to the Pledged Collateral during the period held. Each Pledgor agrees that if extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, five (5) days' notice to the address indicated in Section 13(b). Any disposition Borrower of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Agent may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) : In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, and without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or exchange, broker’s 's board or at any of the Pledgee’s 's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Such notification to the Pledgor agrees that if notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgormailed, postage prepaid, at least ten five (5) days before any such disposition, to the address indicated in Section 13(b)13(d) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of to the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and or released by each Pledgor.
(b) . All of the Pledgee’s 's rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) . The Pledgee may elect to obtain (obtain, at Pledgors’ expense, as part of the Secured Obligations secured hereby) Pledgor's expense the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to the Pledgee under any Loan Document until the Secured its Guaranty Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Guaranty Obligations in the manner provided in Section 1010 of this Agreement, as and when such payments are received.
(d) Each . Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawlaw, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Lawsof 1933, as amended. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) . If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f, provided, that nothing herein shall require the Pledgor to effect a registration under the Securities Act of 1933, as amended, except as may be provided to the contrary in Paragraph 6(b) or 8 hereof. Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the PledgorsPledgor. Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Law.
(g) any rule of law or statute now existing or hereafter adopted. The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to the applicable Pledgor, and hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.. DISPOSITION OF PROCEEDS. The proceeds of any sale or disposition of all or any part of the Collateral shall be applied by the Pledgee in the following order: to the payment in full of the costs and expenses of such sale or sales, collections, and the protection, declaration and enforcement of any security interest granted hereunder including the reasonable compensation of the Pledgee's agents and attorneys'; to the payment of the Guaranty Obligations; and to the payment to Pledgor of any surplus then remaining from such proceeds, subject to the rights of any holder of a lien on the Collateral of which the Pledgee has actual notice. In the event that the proceeds of any sale or other disposition of Collateral are insufficient to cover the principal of, and premium, if any, and interest on, the Guaranty Obligations secured thereby plus costs and expenses of the sale or other disposition, the Pledgor shall remain liable for any deficiency. TERMINATION. This Agreement shall continue in full force and effect until all of the Guaranty Obligations shall have been indefeasibly paid in full and satisfied, and the Credit Agreement shall have been terminated. Subject to any sale or other disposition by the Pledgee of the Collateral or any part thereof pursuant to this Agreement, the Collateral shall be returned to Pledgor upon full payment, satisfaction and termination of all of the Guaranty Obligations. EXPENSES OF THE PLEDGEE. All expenses (including reasonable fees 27
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, and without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or exchange, broker’s 's board or at any of the Pledgee’s 's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Such notification to the Pledgor agrees that if notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgormailed, postage prepaid, at least ten (10) days (or such longer period required by any provision of applicable laws) before any such disposition, to the address indicated in Section 13(b)13(d) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of to the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and or released by each Pledgor.
(b) All of the Pledgee’s 's rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ the Pledgor's expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to the Pledgee under any Loan Document until the Secured its Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 1010 of this Agreement, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawlaw, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Lawsof 1933, as amended. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the PledgorsPledgor. Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten five (5) days’ ' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Pledgee may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the Code (whether or not the Code applies to the affected Collateral);
(b) require Pledgor to, and Pledgor hereby agrees that it will upon request of Pledgee forthwith, assemble all or part of the Collateral as directed by Pledgee and make it available to Pledgee at a place to be designated by Pledgee which is reasonably convenient to both parties;
(c) reduce its claim to judgment against Pledgor or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand premises of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demandselsewhere, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Pledgee's power of sale, but sales may be required made from time to purchase time, and at any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value time, until all of the Pledged Collateral during has been sold or until the period heldObligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow any Bank to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow any Bank to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations; and 168
(g) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment. Each Pledgor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, (10) days' notice to the address indicated in Section 13(b). Any disposition Pledgor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Pledgee may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Credit Agreement (Prize Energy Corp)
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:: 117
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s 's board or at any of the Pledgee’s 's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Pledgor The Pledgee agrees that if notice of sale shall be required by Law, law such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten (10) days before any such disposition, to the address indicated in Section 13(b)13(c) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and released by each the Pledgor.
(b) All of the Pledgee’s 's rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ the Pledgor's expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to the Pledgee under any Loan Document until the Secured its Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 1010 hereof, as and when such payments are received.
(d) Each The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawlaw, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to 118 delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Lawsof 1933, as amended. Each The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the PledgorsPledgor. The Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten (10) days’ ' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee and the Lenders shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Pledgee may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the Code (whether or not the Code applies to the affected Collateral);
(b) require Pledgor to, and Pledgor hereby agrees that it will upon request of Pledgee forthwith, assemble all or part of the Collateral as directed by Pledgee and make it available to Pledgee at a place to be designated by Pledgee which is reasonably convenient to both parties;
(c) reduce its claim to judgment against Pledgor or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand premises of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demandselsewhere, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Pledgee’s power of sale, but sales may be required made from time to purchase time, and at any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value time, until all of the Pledged Collateral during has been sold or until the period heldObligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow any Secured Party to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow any Secured Party to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations; and
(g) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment. Each Pledgor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, (10) days’ notice to the address indicated in Section 13(b). Any disposition Pledgor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Pledgee may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s 's board or at any of the Pledgee’s 's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held, provided that any such sale shall be made in a commercially reasonably manner. Each Pledgor The Pledgee agrees that if notice of sale shall be required by Law, law such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten (10) days before any such disposition, to the address indicated in Section 13(b)13(c) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee and each Lender to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and released by each the Pledgor.
(b) All of the Pledgee’s 's rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ the Pledgor's expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to the Pledgee under any Loan Document until the Secured its Guaranty Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Guaranty Obligations in the manner provided in Section 1010 hereof, as and when such payments are received.
(d) Each The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawlaw, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Lawsof 1933, as amended. Each The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the PledgorsPledgor. The Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten (10) days’ ' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee and the Lenders shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Secured Party may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require Debtor to, and Debtor hereby agrees that he will at its expense and upon request of Secured Party, promptly assemble all or part of the Collateral as directed by Secured Party and make it (together with all books, records and information of Debtor relating thereto) available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties;
(c) reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the rightpremises of Debtor or elsewhere, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party's power of sale, but sales may be required made from time to purchase time, and at any securities constituting time, until all of the Pledged Collateral solely has been sold or until the Secured Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy the Collateral, or any part thereof, at any public sale;
(f) buy the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;
(g) apply by appropriate judicial proceedings for investment appointment of a receiver for the Collateral, or any part thereof, and without Debtor hereby consents to any intention such appointment; and
(h) at its discretion, retain the Collateral in satisfaction of the Secured Obligations whenever the circumstances are such that Secured Party is entitled to make a distribution thereof) as do so under the Pledgee UCC or otherwise (provided that Secured Party shall in its sole and absolute discretion deems appropriate without any liability for any loss due no circumstances be deemed to decrease have retained the Collateral in satisfaction of the Secured Obligations in the market value absence of an express notice by Secured Party to Debtor that Secured Party has either done so or intends to do so). Debtor agrees that, to the Pledged Collateral during the period held. Each Pledgor agrees that if extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, seven (7) days' notice to the address indicated in Section 13(b). Any disposition Debtor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall ------------------------- have occurred and be continuing, Secured Party may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require Debtor to, and Debtor hereby agrees that it will at its expense and upon request of Secured Party, promptly assemble all books, records and information of Debtor relating to the Collateral at a place to be designated by Secured Party which is reasonably convenient to both parties;
(c) reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the rightpremises of Debtor or elsewhere, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value sale of the Pledged Collateral during the period held. Each Pledgor agrees that if notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten days before any such disposition, to the address indicated in Section 13(b). Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold shall not exhaust Secured Party's power of sale, but sales may be made from time to time, and at any such sale or salestime, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All until all of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively Collateral has been sold or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid and performed in full. All payments received by the Pledgee in respect of a ), and at any such sale of Pledged Collateral it shall not be applied necessary to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part exhibit any of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.Collateral;
(e) If any consent, approval buy (or authorization of any Governmental Authority should be necessary to effectuate any sale allow one or other disposition more of the Pledged Lenders to buy) the Collateral, or any partial disposition of part thereof, at any public sale in accordance with the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.UCC;
(f) Upon buy (or allow one or more of the Lenders to buy) the Collateral, or any sale or other dispositionpart thereof, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such private sale if the Collateral is of a type customarily sold in a recognized market or other disposition (including is of a type which is the Pledgee) shall hold subject of widely distributed standard price quotations, in accordance with the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.UCC;
(g) The Pledgee shall not be obligated to make any sale or other dispositionapply by appropriate judicial proceedings for appointment of a receiver for the Collateral, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser and Debtor hereby consents to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.appointment; and
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Majority Lenders or Agent (at Majority Lenders' direction) may from time to time in Majority Lenders' discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require Debtor to, and Debtor hereby agrees that it will at its expense and upon request of Majority Lenders or Agent, promptly assemble all books, records and information of Debtor relating to the Collateral at a place to be designated by Majority Lenders or Agent which is reasonably convenient to both parties;
(c) reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the rightpremises of Debtor or elsewhere, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value sale of the Pledged Collateral during the period held. Each Pledgor agrees that if notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten days before any such disposition, to the address indicated in Section 13(b). Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold shall not exhaust Secured Parties' power of sale, but sales may be made from time to time, and at any such sale or salestime, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All until all of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively Collateral has been sold or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid and performed in full. All payments received by the Pledgee in respect of a ), and at any such sale of Pledged Collateral it shall not be applied necessary to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part exhibit any of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.Collateral;
(e) If any consent, approval buy (or authorization of any Governmental Authority should be necessary to effectuate any sale allow one or other disposition more of the Pledged Lenders to buy) the Collateral, or any partial disposition of the Pledged Collateralpart thereof, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing at any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.public sale;
(f) Upon any sale buy (or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold allow one or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right more of the Pledgors of whatever kindLenders to buy) the Collateral, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but at any private sale if the Pledgee shall incur no liability Collateral is of a type customarily sold in a recognized market or is of a type which is the case subject of the failure of such purchaser to take up and pay for the property so sold widely distributed standard price quotations; and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Stock Pledge Agreement (Hispanic Television Network Inc)
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Pledgee may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the Code (whether or not the Code applies to the affected Collateral); CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT
(b) require Pledgor to, and Pledgor hereby agrees that it will upon request of Pledgee forthwith, assemble all or part of the Collateral as directed by Pledgee and make it available to Pledgee at a place to be designated by Pledgee which is reasonably convenient to both parties;
(c) reduce its claim to judgment against Pledgor or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand premises of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demandselsewhere, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Pledgee’s power of sale, but sales may be required made from time to purchase time, and at any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value time, until all of the Pledged Collateral during has been sold or until the period heldObligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow any Lender to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow any Lender to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations; and
(g) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment. Each Pledgor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, (10) days’ notice to the address indicated in Section 13(b). Any disposition Pledgor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Pledgee may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Secured Party may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Loan Documents or the agreements evidencing Secured Swap Obligations or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of Secured Party, promptly assemble all books, records and information of such Grantor relating to the Collateral at a place to be designated by Secured Party which is reasonably convenient to both parties;
(c) reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any premises of the Pledgee’s offices respective Grantor or elsewhere at such prices and on such terms (includingelsewhere, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party’s power of sale, but sales may be required made from time to purchase time, and at any securities constituting time, until all of the Pledged Collateral solely has been sold or until the Secured Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow or one or more of the Lender Parties to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow or one or more of the Lender Parties to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;
(g) appoint by instrument in writing one or more receivers, managers or receiver/manager for investment the Collateral or the business and without undertaking of any intention Grantor pertaining to make the Collateral (the “Receiver”). Any such Receiver will have, in addition to any other rights, remedies and powers which a distribution thereof) Receiver may have at Law, in equity or by statute, the rights and powers set out elsewhere in this Section 4.2. In exercising such rights and powers, any Receiver Table of Contents will act as and for all purposes will be deemed to be the Pledgee in its sole agent of Grantors and absolute discretion deems appropriate without any liability no Lender Party will be responsible for any loss due act or default of any Receiver. The Lender Parties may remove any Receiver and appoint another from time to decrease time. No Receiver appointed by the Lender Parties need be appointed by, nor need its appointment by ratified by, or its actions in any way supervised by a court;
(h) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and each Grantor hereby consents to any such appointment; and
(i) at its discretion, retain the Collateral in satisfaction of the Secured Obligations whenever the circumstances are such that Secured Party is entitled to do so under the UCC or otherwise (provided that Secured Party shall in no circumstances be deemed to have retained the Collateral in satisfaction of the Secured Obligations in the market value absence of the Pledged Collateral during the period heldan express notice by Secured Party to such Grantor that Secured Party has either done so or intends to do so). Each Pledgor Grantor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten days before any (10) days’ notice to such disposition, to the address indicated in Section 13(b). Any disposition Grantor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of DefaultDefault as defined in Section 4 above:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinthe Uniform Commercial Code, the Pledgee Secured Party shall have the right, and without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person person (all and each of which demands, notices or advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or exchange, broker’s 's board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee Secured Party, in its sole and absolute discretion deems appropriate appropriate, without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Pledgor agrees that if notice If any notification of sale shall be intended disposition of the Collateral is required by Lawlaw, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten twenty-one (21) days before any such disposition, to the address indicated in Section 13(b). Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to Secured Party to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and or released by each the Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee Secured Party may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm or other consultant with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or or credit terms, or any other details concerning such sale or disposition. The PledgeeSecured Party, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to any of the Pledgee Obligations until the Secured Obligations have full purchase price for the Collateral has been paid in full. All payments received by the Pledgee Secured Party in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10below, as and when such payments are received.
(dc) Each Pledgor recognizes that the Pledgee Secured Party may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawthe Securities Act of 1933, but as amended (the "Act"), and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor acknowledges and agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee Secured Party has no any obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities LawsAct. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(ed) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will agrees to execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist use its best efforts to secure the Pledgee as requested in connection with any same. Pledgor further agrees to use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee Secured Party may deem necessary pursuant to the terms of this Agreement.
(fe) Upon any sale or other disposition, the Pledgee Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the PledgeeSecured Party) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kindany kind whatsoever, including any equity or right of redemption of the PledgorsPledgor. Pledgor specifically waives, to the fullest extent permitted by applicable law, all rights of redemption, stay or appraisal which he had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(gf) The Pledgee Secured Party shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee Secured Party may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten twenty one (21) days’ ' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the selling price is paid by the purchaser thereof, but the Pledgee Secured Party shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Bion Environmental Technologies Inc)
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, the Collateral Agent may from time to time in its discretion, without limitation and without notice except as expressly provided below, in each case as directed by the Trustee:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it at law, in equity or under any statute or other agreement, all the rights and remedies of a secured party on default under applicable Law the UCC and otherwise set forth hereinthe PPSA (to the extent the UCC or the PPSA applies to the affected Collateral);
(b) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Pledgee shall have Collateral Agent forthwith, assemble all or part of the rightCollateral as directed by the Collateral Agent and make it (together with all books, without demand records and information of performance or other demand, advertisement or notice such Grantor relating thereto) available to the Collateral Agent at a place to be designated by the Collateral Agent;
(c) prior to the disposition of any kindCollateral, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived i) to the extent permitted by applicable Law)law, to proceed forthwith to collectenter, receivewith or without process of law and without breach of the peace, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at premises where any of the PledgeeCollateral is or may be located, and without charge or liability to the Collateral Agent seize and remove such Collateral from such premises, (ii) have access to and use the relevant Grantor’s offices books, records, and information relating to the Collateral, and (iii) store or elsewhere transfer any of the Collateral without charge in or by means of any storage or transportation facility owned or leased by the relevant Grantor, process, repair or recondition any of the Collateral or otherwise prepare it for disposition in any manner and to the extent the Collateral Agent deems appropriate and, solely as reasonably necessary for such preparation and disposition, use without charge any copyright, trademark, trade name, patent or technical process used by such Grantor;
(d) reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby by any available judicial procedure;
(e) dispose of, at such prices and its office, on such terms (includingthe premises of the respective Grantor or elsewhere, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust the Collateral Agent’s power of sale, but sales may be required made from time to purchase time, and at any securities constituting time, until all of the Pledged Collateral solely has been sold or until the Secured Obligations have been irrevocably paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(f) buy (or allow one or more of the Secured Parties to buy) the Collateral, or any part thereof, at any public sale;
(g) buy (or allow one or more of the Secured Parties to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a 24 recognized market or is of a type which is the subject of widely distributed standard price quotations;
(h) appoint by instrument in writing one or more receivers, interim receiver, managers or receiver/manager for investment the Collateral or the business and without undertaking of any intention Grantor pertaining to make a the Collateral; and
(i) exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution thereofrights) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value respect of the Pledged Interests owned by such Grantor, but under no circumstances is Collateral Agent obligated by the terms of this Agreement to exercise such rights, and (b) if Collateral Agent duly exercises its right to vote any of such Pledged Interests, such Grantor hereby appoints Collateral Agent, such Grantor’s true and lawful attorney-in-fact and proxy to vote such Pledged Interests in any manner Collateral Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable during any period when an Event of Default has occurred and is continuing. Upon such Event of Default being cured or waived, such rights shall automatically revert to the period heldGrantor and such power-of attorney and proxy shall terminate. Each Pledgor Grantor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any (10) days’ notice to such disposition, to the address indicated in Section 13(b). Any disposition Grantor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, private sale is to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, be made shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or dispositionconstitute reasonable notification. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee Agent shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to itof Collateral regardless of notice of sale having been given. The Pledgee Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case addition to the foregoing, if any Event of Default has occurred and is continuing:
(A) the Collateral Agent may license, or sublicense whether on an exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as the Collateral Agent shall in its sole discretion determine unless such action is prohibited by the terms of a Copyright License, Trademark License or Patent License included in the Collateral;
(B) the Collateral Agent may (without assuming any obligations or liability thereunder), at any time and from time to time, in its sole discretion, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of the Grantor in, to and under any Copyright Licenses, Patent Licenses or Trademark Licenses included in the Collateral and take or refrain from taking any action under any thereof unless such action is prohibited by the terms of a Copyright License, Trademark License or Patent License included in the Collateral; and
(C) upon request by the Collateral Agent, each Grantor will execute and deliver to the Collateral Agent a power of attorney, in form and substance satisfactory to the Collateral Agent, for the implementation of any lease, assignment, license, 25 sublicense, grant of option, sale or other disposition of all a Copyright, Patent or Trademark or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein providedaction related thereto.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Secured Party may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require Debtor to, and Debtor hereby agrees that he will at his expense and upon request of Secured Party, promptly assemble all or part of the Collateral as directed by Secured Party and make it (together with all books, records and information of Debtor relating thereto) available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties;
(c) reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the rightpremises of Debtor or elsewhere, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value sale of the Pledged Collateral during the period held. Each Pledgor agrees that if notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten days before any such disposition, to the address indicated in Section 13(b). Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold shall not exhaust Secured Party's power of sale, but sales may be made from time to time, and at any such sale or salestime, public or private, free of any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All until all of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively Collateral has been sold or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid and performed in full. All payments received by the Pledgee in respect of a ), and at any such sale of Pledged Collateral it shall not be applied necessary to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part exhibit any of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.Collateral;
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of buy the Pledged Collateral, or any partial disposition of the Pledged Collateralpart thereof, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing at any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.public sale;
(f) Upon any sale or other dispositionbuy the Collateral, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Law, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but at any private sale if the Pledgee shall incur no liability Collateral is of a type customarily sold in a recognized market or is of a type which is the case subject of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.widely distributed standard price quotations;
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Pledgee may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the Code (whether or not the Code applies to the affected Collateral);
(b) require Pledgor to, and Pledgor hereby agrees that it will at its expense and upon request of Pledgee forthwith, assemble all or part of the Collateral as directed by Pledgee and make it available to Pledgee at a place to be designated by Pledgee which is reasonably convenient to both parties;
(c) reduce its claim to judgment against Pledgor or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand premises of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demandselsewhere, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Pledgee's power of sale, but sales may be required made from time to purchase time, and at any securities constituting time, until all of the Pledged Collateral solely has been sold or until the Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow any Bank to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow any Bank to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;
(g) apply by appropriate judicial proceedings for investment appointment of a receiver for the Collateral, or any part thereof, and without Pledgor hereby consents to any intention such appointment; and
(h) at its discretion, retain the Collateral in satisfaction of the Obligations whenever the circumstances are such that Pledgee is entitled to make a distribution thereof) as do so under the Code or otherwise (provided that Pledgee shall in its sole and absolute discretion deems appropriate without any liability for any loss due no circumstances be deemed to decrease have retained the Collateral in satisfaction of the Obligations in the market value absence of the Pledged Collateral during the period heldan express notice by Pledgee to Pledgor that Pledgee has either done so or intends to do so). Each Pledgor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, five (5) days' notice to the address indicated in Section 13(b). Any disposition Pledgor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Pledgee may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall have occurred and be continuing, Secured Party may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Loan Documents or the agreements evidencing Lender Hedging Obligations or Secured Cash Management Obligations or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the UCC (whether or not the UCC applies to the affected Collateral);
(b) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of Secured Party, promptly assemble all books, records and information of such Grantor relating to the Collateral at a place to be designated by Secured Party which is reasonably convenient to both parties;
(c) reduce its claim to judgment or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any premises of the Pledgee’s offices respective Grantor or elsewhere at such prices and on such terms (includingelsewhere, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party’s power of sale, but sales may be required made from time to purchase time, and at any securities constituting time, until all of the Pledged Collateral solely has been sold or until the Secured Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow or one or more of the Credit Parties to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow or one or more of the Credit Parties to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;
(g) appoint by instrument in writing one or more receivers, managers or receiver/manager for investment the Collateral or the business and without undertaking of any intention Grantor pertaining to make the Collateral (the “Receiver”). Any such Receiver will have, in addition to any other rights, remedies and powers which a distribution thereof) Receiver may have at Law, in equity or by statute, the rights and powers set out elsewhere in this Section 4.2. In exercising such rights and powers, any Receiver will act as and for all purposes will be deemed to be the Pledgee in its sole agent of Grantors and absolute discretion deems appropriate without any liability no Credit Party will be responsible for any loss due act or default of any Receiver. The Credit Parties may remove any Receiver and appoint another from time to decrease time. No Receiver appointed by the Credit Parties need be appointed by, nor need its appointment by ratified by, or its actions in any way supervised by a court;
(h) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and each Grantor hereby consents to any such appointment; and
(i) at its discretion, retain the Collateral in satisfaction of the Secured Obligations whenever the circumstances are such that Secured Party is entitled to do so under the UCC or otherwise (provided that Secured Party shall in no circumstances be deemed to have retained the Collateral in satisfaction of the Secured Obligations in the market value absence of the Pledged Collateral during the period heldan express notice by Secured Party to such Grantor that Secured Party has either done so or intends to do so). Each Pledgor Grantor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten days before any (10) days’ notice to such disposition, to the address indicated in Section 13(b). Any disposition Grantor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
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Event of Default Remedies. Upon the occurrence and during the continuation of If an Event of DefaultDefault shall ------------------------- have occurred and be continuing, Pledgee may from time to time in its discretion, without limitation and without notice except as expressly provided below:
(a) In exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under applicable Law the Code (whether or not the Code applies to the affected Collateral);
(b) require Pledgor to, and Pledgor hereby agrees that it will at its expense and upon request of Pledgee forthwith, assemble all or part of the Collateral as directed by Pledgee and make it available to Pledgee at a place to be designated by Pledgee which is reasonably convenient to both parties;
(c) reduce its claim to judgment against Pledgor or foreclose or otherwise set forth hereinenforce, in whole or in part, the Pledgee shall have security interest created hereby by any available judicial procedure;
(d) dispose of, at its office, on the right, without demand premises of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demandselsewhere, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Law), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Pledgee's power of sale, but sales may be required made from time to purchase time, and at any securities constituting time, until all of the Pledged Collateral solely has been sold or until the Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;
(e) buy (or allow any Bank to buy) the Collateral, or any part thereof, at any public sale;
(f) buy (or allow any Bank to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;
(g) apply by appropriate judicial proceedings for investment appointment of a receiver for the Collateral, or any part thereof, and without Pledgor hereby consents to any intention such appointment; and
(h) at its discretion, retain the Collateral in satisfaction of the Obligations whenever the circumstances are such that Pledgee is entitled to make a distribution thereof) as do so under the Code or otherwise (provided that Pledgee shall in its sole and absolute discretion deems appropriate without any liability for any loss due no circumstances -------- ---- be deemed to decrease have retained the Collateral in satisfaction of the Obligations in the market value absence of the Pledged Collateral during the period heldan express notice by Pledgee to Pledgor that Pledgee has either done so or intends to do so). Each Pledgor agrees that if that, to the extent notice of sale shall be required by Law, such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaidlaw, at least ten days before any such disposition, five (5) days' notice to the address indicated in Section 13(b). Any disposition Pledgor of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption time and place of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such public sale or sales, public or private, free of the time after which any equity or right of redemption in any Pledgor, which right or equity is, to the extent permitted by applicable Law, hereby expressly waived and released by each Pledgor.
(b) All of the Pledgee’s rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any Pledgor of its liability to the Pledgee until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its own account, for investment and not with a view for the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act or any other applicable securities Laws. Each Pledgor agrees that a private sale or sales is to be made under the foregoing circumstances shall be deemed to have been made in a commercially constitute reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any such sale or other disposition of the Pledged Collateral as the Pledgee may deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed ofnotification. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors of whatever kind, including any equity or right of redemption of the Pledgors, to the fullest extent permitted under applicable Law.
(g) The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Pledgee may adjourn any public or other dispositionprivate sale from time to time by announcement at the time and place fixed therefor, unless the terms thereof shall be satisfactory to it. The Pledgee and such sale may, subject to applicable Lawwithout further notice, without notice or publication, adjourn any private or public sale, and, upon ten days’ prior written notice to be made at the applicable Pledgor, hold such sale at any time or and place to which the same may be it was so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
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Event of Default Remedies. Upon the occurrence and during the continuation continuance of an Event of Default:
(a) In addition to all the rights and remedies of a secured party under applicable Law and otherwise set forth hereinlaw, the Pledgee shall have the right, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, to or upon any Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable Lawlaw), to proceed forthwith to collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof and to proceed forthwith to sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange or broker’s 's board or at any of the Pledgee’s 's offices or elsewhere elsewhere, under the laws of the United States of America, Bermuda any other jurisdiction, at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Collateral shall be required to purchase any securities constituting the Pledged Collateral solely for investment and without any intention to make a distribution thereof) as the Pledgee in its sole and absolute discretion deems appropriate without any liability for any loss due to decrease in the market value of the Pledged Collateral during the period held. Each Pledgor The Pledgee agrees that if notice of sale shall be required by Law, law such notification shall be deemed reasonable and properly given if mailed to the applicable Pledgor, postage prepaid, at least ten (10) days before any such disposition, to the address indicated in Section 13(b)13(c) below. Any disposition of the Pledged Collateral or any part thereof may be for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Pledgee to purchase all or any part of the Pledged Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in any the Pledgor, which right or equity is, to the extent permitted by applicable Lawlaw, hereby expressly waived and released by each the Pledgor.
(b) All of the Pledgee’s 's rights and remedies, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee in its sole discretion may deem expedient.
(c) The Pledgee may elect to obtain (at Pledgors’ the Pledgor's expense, as part of the Secured Obligations secured hereby) the advice of any independent investment banking firm with respect to the method and manner of sale or other disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. The Pledgee, in its sole discretion, may elect to sell the Pledged Collateral on such credit terms which it deems commercially reasonable. The sale of any of the Pledged Collateral on credit terms shall not relieve any the Pledgor of its liability to the Pledgee under any Loan Document until the Secured Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Pledged Collateral shall be applied to the Secured Obligations in the manner provided in Section 10, as and when such payments are received.
(d) Each The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in any applicable securities Lawlaw of the United States of America, Bermuda or any other jurisdiction, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for its their own account, for investment and not with a view for the distribution or resale thereof. Each The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the Securities Act of 1933, as amended, or applicable securities laws of Bermuda or any other applicable securities Lawsjurisdiction. Each The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(e) If any consent, approval or authorization of any Governmental Authority state, municipal or other governmental department, agency or authority of the United States of America, Bermuda or any other jurisdiction should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, the applicable Pledgor will execute all such applications and other instruments as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise assist the Pledgee as requested in connection with any use its best efforts to secure such sale or other disposition of the Pledged Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement.
(f) Upon any sale or other disposition, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Pledged Collateral free from any claim or right of the Pledgors Pledgor of whatever kind, including any equity or right of redemption of the PledgorsPledgor. The Pledgor specifically waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under applicable Lawany rule of law or statute now existing or hereafter adopted.
(g) The Pledgee shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Pledgee may, subject to applicable Lawlaws, without notice or publication, adjourn any private or public sale, and, upon ten five (5) days’ ' prior written notice to the applicable Pledgor, hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral, on credit or future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the selling price is paid by the purchaser thereof, but the Pledgee shall incur no liability in the case of the failure of such purchaser to take up and pay for the property so sold and, in case of any such failure, such property may again be sold as herein provided.
Appears in 1 contract
Samples: Credit Agreement (Aceto Corp)
