Event of Default Remedies. The failure of the Executive to pay the Principal Amount then outstanding plus all accrued and unpaid interest thereon upon the occurrence of a Maturation Event, or to prepay a portion of the Principal Amount and all accrued but unpaid interest thereon as provided in Section 1.2, shall be an “Event of Default” hereunder. During the existence of an Event of Default, the Company may exercise any and all of the rights, powers and remedies of any owner of the Collateral (including, without limitation, the right to vote the Collateral) and shall have and may exercise without demand any and all of the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Maryland or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Collateral at any private sale or public auction, on not less than ten (10) days written notice to the Executive, at such price or prices and upon such terms as the Company may deem advisable. The Executive clearly understands that the Company may, in its discretion, approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by the Company shall be deemed to be not “commercially reasonable” because so made. The Executive agrees that in the event the Company shall, during the existence of an Event of Default, sell the Collateral or any portion thereof at any private sale or sales, the Company shall have the right to rely upon the advice and opinion of independent appraisers and other persons, which appraisers and other persons are acceptable to the Company, as to the best price reasonably obtainable upon such a private sale thereof. The Executive shall have no right to redeem any of the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Collateral offered for sale. In case of any such sale, after deducting the costs, reasonable attorneys’ fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied promptly to the payment first of accrued interest and then to principal under the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to the Executive, and the Executive shall be entitled to the return of any of the Collateral remaining in the hands of the Company.
Appears in 3 contracts
Samples: Note and Stock Pledge Agreement (Radio One Inc), Note and Stock Pledge Agreement (Radio One Inc), Note and Stock Pledge Agreement (Radio One Inc)
Event of Default Remedies. The failure of the Executive to pay the Principal Amount then outstanding plus all accrued and unpaid interest thereon upon the occurrence of a Maturation Event, or to prepay a portion of the Principal Amount and all accrued but unpaid interest thereon as provided in Section 1.2, shall be an “Event of Default” hereunder. During the existence of Whenever an Event of DefaultDefault shall exist, upon notice to the Pledgor, the Company Lender may exercise from time to time any rights and all remedies available to it under the Uniform Commercial Code as in effect in Illinois or otherwise available to it. Notwithstanding the foregoing, the Lender shall not be entitled to exercise self-help remedies or foreclose upon the Collateral until it has first attempted to apply the Collateral to payments under the Loan as permitted under this Agreement and the other Loan Documents and was not able promptly to so apply the Collateral at such time or times as permitted under the Loan Documents, regardless of the rightsreason therefor (for purposes of clarity, powers and remedies if any arbitrator or judge renders or fails to render any preliminary or other decision or Pledgor or any other Person takes any action the effect of which is to prevent or delay exercise of any owner right of Lender to the Collateral, then Lender shall thereupon be entitled to exercise self-help remedies or foreclose upon the Collateral). Any proceeds of any of the Collateral may be applied by the Lender to the payment of expenses in connection with the Collateral, including, without limitation, reasonable attorneys' fees and legal expenses, and any balance of such proceeds may be applied by the Lender toward the payment of such of the Liabilities, and in such order of application, as the Lender may from time to time elect (and, after payment in full of all Liabilities, any excess shall be delivered to the Pledgor or as a court of competent jurisdiction shall direct). The Lender is hereby authorized to comply with any limitation or restriction in connection with any sale of Collateral as it may be advised by counsel is necessary in order to (a) avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the right number of prospective bidders and purchasers and/or further restrict such prospective bidders or purchasers to vote persons or entities who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral) and shall have and may exercise without demand or (b) obtain any and all required approval of the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Maryland sale or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Collateral at purchase by any private sale governmental regulatory authority or public auction, on not less than ten (10) days written notice to the Executive, at such price or prices and upon such terms as the Company may deem advisable. The Executive clearly understands that the Company may, in its discretion, approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by the Company shall be deemed to be not “commercially reasonable” because so made. The Executive agrees that in the event the Company shall, during the existence of an Event of Default, sell the Collateral or any portion thereof at any private sale or sales, the Company shall have the right to rely upon the advice and opinion of independent appraisers and other persons, which appraisers and other persons are acceptable to the Company, as to the best price reasonably obtainable upon such a private sale thereof. The Executive shall have no right to redeem any of the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Collateral offered for sale. In case of any such sale, after deducting the costs, reasonable attorneys’ fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied promptly to the payment first of accrued interest and then to principal under the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to the Executiveofficial, and the Executive Pledgor agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner and that the Lender shall not be entitled liable or accountable to the return of Pledgor for any discount allowed by reason of the fact that such Collateral remaining is sold in compliance with any such limitation or restriction. Notwithstanding anything in this Pledge Agreement to the hands contrary, the Lender's exercise of the Companyremedies permitted by this Pledge Agreement shall in no event result in recourse to the Borrower for any amounts in excess of those permitted by Section 7.2 of the Loan Agreement.
Appears in 2 contracts
Samples: Non Investment Loan Agreement (Chateau Communities Inc), Investment Pledge Agreement (Chateau Communities Inc)
Event of Default Remedies. The failure of the Executive to pay the Principal Amount then outstanding plus all accrued and unpaid interest thereon upon Upon the occurrence of a Maturation Event, or to prepay a portion of the Principal Amount and all accrued but unpaid interest thereon as provided in Section 1.2, shall be an “Event of Default” hereunder. During the existence of an Event of Default, the Company Bank may, itself or through one or more nominees, at its option (a) declare the Obligations to be immediately due and payable, whereupon the Obligations shall become immediately due and payable without presentment, demand, protest or notice of any kind; (b) take any action described in Paragraph 5 hereof; (c) appropriate and apply toward the payment of the Obligations, and in such order of application as the Bank may from time to time elect, the Collateral or any Proceeds thereof; (d) cause the Collateral to be registered in the name of the Bank or its nominee or cause new certificates evidencing the Collateral to be issued; (e) if the Units have not been redeemed for the Stock, become a limited partner of KRGLP and/or exercise all voting and ownership rights in respect of the Units at any meeting of KRGLP; (f) if the Units have been redeemed for the Stock, exercise all voting and corporate rights in respect of the Stock at any meeting of Kite Realty; (g) exercise any and all rights of the conversion, exchange, subscription or any other rights, powers and remedies of privileges or options pertaining to any Collateral as if it were the absolute owner of the Collateral (thereof, including, without limitation, the right to vote the Collateral) and shall have and may exercise without demand exchange at its discretion, any and all of the rights Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of KRGLP or Kite Realty, as the case may be, or upon the exercise by KRGLP or Kite Realty, as the case may be, or the Bank of any right, privilege or option pertaining to any of the Collateral and, in connection therewith, to deposit and remedies granted deliver any and all of the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to a secured party upon default under account for property actually received by the Uniform Commercial Code of Maryland Bank; (h) sell, lease, assign, give options to purchase or sell or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign dispose of and deliver at its discretionthe Collateral (or contract to do so), from time to time, all or any part of the Collateral at any private sale or public auction, on not less than ten (10) days written notice to the Executive, at such price or prices and upon such terms as the Company may deem advisable. The Executive clearly understands that the Company maythereof, in its discretion, approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by the Company shall be deemed to be not “commercially reasonable” because so made. The Executive agrees that in the event the Company shall, during the existence of an Event of Default, sell the Collateral one or any portion thereof more parcels or lots at any public or private sale or sales, the Company shall have the right to rely upon the advice and opinion of independent appraisers and other personsat any exchange, which appraisers and other persons are acceptable to the Company, as to the best price reasonably obtainable upon such a private sale thereof. The Executive shall have no right to redeem broker’s board or at any of the Collateral after Bank’s offices or elsewhere upon such terms and conditions as the Bank may deem advisable and at such price as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Bank upon any such sale or assignment. At any such sale sales, public or auctionprivate, the Company may bid for, and become the purchaser of, to purchase the whole or any part of the Collateral offered for saleso sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released; and (i) exercise such other rights and remedies available to the Bank under the Indiana Uniform Commercial Code. In case addition, in the event KRGLP or Kite Realty ceases to do business or becomes subject (voluntarily or involuntarily) to any type of insolvency, bankruptcy or rehabilitation proceeding or makes an assignment for the benefit of creditors, the Bank may, itself or through one or more nominees, at its option, takes the actions described in Sections 6(b)-(j) inclusive hereof. The Bank shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the costscare, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Bank hereunder, including, without limitation, reasonable attorneys’ fees and other expenses of sale and deliverylegal expenses, the remaining proceeds of such sale shall be applied promptly to the payment first of accrued interest and then to principal under the Note; provided that after payment in full whole or in part of the indebtedness evidenced by Obligations, in such order as the Note, the balance of the proceeds of sale then remaining shall be paid to the ExecutiveBank may elect, and the Executive Pledgor shall remain liable for any deficiency remaining unpaid after such application, including, without limitation, all reasonable attorneys’ fees and costs of collecting such deficiency, and only after so paying over such Proceeds and after the payment by the Bank of any amount required by any provision of law, the Bank shall account for the surplus, if any, to the Pledgor. If the Pledgor is entitled to notice under applicable law, that requirement shall be entitled met if the Bank sends notice at least seven (7) days prior to the return date of any sale, disposition or other event requiring notice, and such notice shall be deemed reasonably and properly given if mailed at least seven (7) days prior to such disposition, postage prepaid, addressed to the Pledgor at the address of the Collateral remaining in Pledgor set forth below. No notification need be given to the hands Pledgor if he has signed after an Event of the CompanyDefault a statement renouncing or modifying any right to notification of sale or any intended disposition.
Appears in 2 contracts
Samples: Pledge Agreement (Kite John A), Pledge Agreement (Kite Alvin E JR)
Event of Default Remedies. The In the event: any monthly installment of Base Rent, Operating Expenses, or additional rent owed by Tenant to Landlord hereunder is not paid at the time and place when and where due, and Tenant fails to pay any such sum within ten (10) days after written notice from Landlord (provided that Tenant shall have the ability to cure a default for delinquent Rent in accordance with Section 3(c); the Premises shall be deserted or vacated without Landlord’s prior written consent (provided that Tenant shall not be deemed to have deserted or vacated the Premises if it ceases operations therein but continues to pay all monthly installment of Base Rent, Operating Expenses or additional rent owed by Tenant to Landlord hereunder and perform its repair and maintenance duties as required under this Lease); Tenant fails to comply with any term, provision, condition, or covenant of this Lease, other than the payment of Tenant’s monthly installment of Base Rent, Operating Expenses or additional rent, and such failure is not cured within thirty (30) days after written notice to Tenant of such failure to comply (or in the case of a failure which, by its nature, cannot be cured within such thirty (30)-day period, then within such longer period not to exceed ninety (90) days as may be reasonably necessary to effectuate a cure thereof); or a lien is filed against the Premises or Landlord’s estate therein by reason of any work, labor, services or materials performed or furnished, or alleged to have been performed or furnished, to Tenant or anyone holding the Premises by, through or under Tenant, and Tenant fails to cause the same to be vacated and canceled of record, or bonded off in accordance with applicable law, within thirty (30) days after Tenant’s receipt of written notice of the Executive to pay the Principal Amount then outstanding plus all accrued and unpaid interest thereon upon the occurrence filing of a Maturation Eventsuch lien (each, or to prepay a portion of the Principal Amount and all accrued but unpaid interest thereon as provided in Section 1.2, shall be an “Event of Default” hereunder. During ”), Landlord shall have the existence option during the continuance of an any such Event of Default, the Company may exercise any and all of the rights, powers and remedies of any owner of the Collateral (including, without limitation, the right to vote the Collateral) and shall have and may exercise without demand any and all of the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Maryland or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Collateral at any private sale or public auction, on not less than ten (10) days written notice to the Executive, at such price or prices and upon such terms as the Company may deem advisable. The Executive clearly understands that the Company may, in its discretion, approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by the Company shall be deemed to be not “commercially reasonable” because so made. The Executive agrees that in the event the Company shall, during the existence of an Event of Default, sell the Collateral or any portion thereof at any private sale or sales, the Company shall have the right to rely upon the advice and opinion of independent appraisers and other persons, which appraisers and other persons are acceptable to the Company, as to the best price reasonably obtainable upon such a private sale thereof. The Executive shall have no right to redeem do any of the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Collateral offered for sale. In case of any such sale, after deducting the costs, reasonable attorneys’ fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied promptly following (to the payment first of accrued interest and then to principal under the Note; provided that after payment in full of the indebtedness evidenced extent permitted by the Note, the balance of the proceeds of sale then remaining shall be paid to the Executive, and the Executive shall be entitled to the return of any of the Collateral remaining in the hands of the Company.applicable law):
Appears in 2 contracts
Samples: Lease Agreement (Embecta Corp.), Lease Agreement (Embecta Corp.)
Event of Default Remedies. The There shall be an "Event of Default" hereunder upon Pledgor's failure to make any payment due under the Note. With respect to any Collateral, so long as an Event of Default has occurred and is continuing, at the option of the Executive Pledgee and upon prior written notice to pay Pledgor, all right of Pledgor to receive the Principal Amount then outstanding plus all accrued cash payments and unpaid interest thereon upon the occurrence of a Maturation Eventdistributions which it would otherwise be authorized to receive and retain shall cease, or to prepay a portion of the Principal Amount and all accrued but unpaid interest thereon such rights thereupon shall become vested in Pledgee who thereupon shall have the sole right to receive and to hold as provided pledged Collateral such payments and distributions. All dividends and other distributions which are received by Pledgor contrary to the provisions of this paragraph shall be received in Section 1.2trust for the benefit of Pledgee, shall be an “Event segregated from other funds of Default” hereunderPledgor and forthwith shall be paid over to Pledgee as Collateral in the same form as received (with any necessary endorsements). During After the existence occurrence of an Event of DefaultDefault and during the continuation thereof, Pledgee may, in its sole discretion, but only after delivery of thirty (30) days written notice to Pledgor, cause the Company may exercise Collateral or any part thereof to be sold by the Pledgeholder, in one or more sales, at public or private sale conducted by any officer or agent of, or auctioneer or attorney for Pledgeholder, at the Company's place of business or elsewhere, for cash, upon credit or for further delivery, and all of the rights, powers and remedies at such price or prices a Pledgeholder in its reasonable discretion shall determine. The purchaser of any owner of the such Collateral (the "Foreclosure Sale Purchaser") shall after such sale hold the same absolutely, free from any right or claim of any kind whatsoever. Pledgeholder may, in its reasonable discretion, at any such sale restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the persons making such purchase represent and agree, to the satisfaction of Pledgeholder, that they are purchasing the Collateral for their own account, for investment, and not with a view to the distribution of or resale of the Collateral or any part thereof. The Pledgee may not buy the Collateral, or any part thereof, at any such sale. Upon any such sale Pledgeholder shall have the right to vote the Collateral) and shall have and may exercise without demand any and all of the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Maryland or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to selldeliver, assign and deliver transfer to the Foreclosure Sale Purchaser the Collateral so sold. Each Foreclosure Sale Purchaser at its discretionany such sale shall hold the Collateral so sold absolutely free from any claim or right of whatsoever kind, including, without limitation, any equity or right of redemption of Pledgor. Pledgeholder shall give Pledgor at least ten (10) days' written prior notice of any such public or private sale. Such notice, in case of public sale, shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours a Pledgeholder shall fix in the notice of such sale. At any such sale, the Collateral may be sold in the aggregate or separately. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgeholder may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to timetime by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or any part of the Collateral at on credit or for future delivery, the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but the Pledgeholder shall not incur any private sale or public auction, on not less than ten (10) days written notice liability in case of the failure of such purchaser to the Executive, at such price or prices take up and upon such terms as the Company may deem advisable. The Executive clearly understands that the Company may, in its discretion, approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price pay for the Collateral than would otherwise be obtainable if the same were registered and sold so sold, and, in the open market. No sale so made in good faith by the Company shall be deemed to be not “commercially reasonable” because so made. The Executive agrees that in the event the Company shall, during the existence of an Event of Default, sell the Collateral or any portion thereof at any private sale or sales, the Company shall have the right to rely upon the advice and opinion of independent appraisers and other persons, which appraisers and other persons are acceptable to the Company, as to the best price reasonably obtainable upon such a private sale thereof. The Executive shall have no right to redeem any of the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Collateral offered for sale. In case of any such salefailure, after deducting the costsCollateral may again be sold under and pursuant to the provisions hereof. Pledgor shall reimburse Pledgee for all reasonable costs and expense, of whatsoever kind or nature, including, without limitation, reasonable attorneys’ fees and other expenses ' fees, incurred by Pledgee in exercising any of sale and delivery, the remaining proceeds its rights or remedies under this Pledge Agreement. The foregoing reimbursement obligation of such sale Pledgor shall be applied promptly to secured by the payment first of accrued interest Collateral and then to principal under the Note; provided that after payment in full shall be part of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to the Executive, and the Executive shall be entitled to the return of any of the Collateral remaining in the hands of the CompanySecured Obligations.
Appears in 1 contract
Event of Default Remedies. The failure occurrence of an event of default under the Executive to pay the Principal Amount then outstanding plus all accrued and unpaid interest thereon upon Note shall constitute an event of default under this Agreement. Upon the occurrence of a Maturation Event, or to prepay a portion an event of the Principal Amount and all accrued but unpaid interest thereon as provided in Section 1.2, shall be an “Event of Default” hereunder. During the existence of an Event of Defaultdefault, the Company may shall have the option to declare this Agreement in default and thereupon the Company is authorized to exercise any and all of the rights, powers and remedies of any owner of the Collateral (including, without limitation, the right to vote the Collateral) and shall have and may exercise without demand any and all of have, in addition to the rights and remedies granted to provided in this Agreement and all other applicable rights and remedies, the rights and remedies of a secured party upon default under the Uniform Commercial Code of Maryland or otherwise available to the Company under State of Washington and any other applicable lawlaws. Without limiting the foregoingIn particular, and without limitation, the Company is authorized to sell, assign and deliver at its discretion, from time option and without further notice or demand to time, all or any part cause the Pledged Shares to be transferred of the Collateral at any private sale or public auction, on not less than ten (10) days written notice record to the ExecutiveCompany or its agent or nominee and shall be entitled to exercise all rights of ownership in respect to the Pledged Shares and all property received with respect to the Pledged Shares. The Company shall also have the right to hold and vote the Pledged Shares and, at such price or prices its option and upon 20 days' notice in writing to Pledgors of such terms as default, shall have the Company may deem advisable. The Executive clearly understands that right to sell and transfer the Company may, in its discretion, approach a restricted number of potential purchasers Pledged Shares and that a sale under such circumstances may yield a lower price for the Collateral than would otherwise be obtainable if property received with respect to the same were registered and sold in the open market. No sale so made in good faith by the Company shall be deemed to be not “commercially reasonable” because so made. The Executive agrees that in the event the Company shall, during the existence of an Event of Default, sell the Collateral Pledged Shares or any portion thereof at any public or private sale sale, including private placement based upon investment representations, and for cash or sales, such other consideration as the Company shall, in its sole discretion, determine to 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 rely upon cure any default by paying all obligations under the advice Note, together with all expenses incurred by the Company including, without limitation, reasonable attorneys' fees and opinion of independent appraisers expenses in obtaining, holding and other persons, which appraisers preparing for sale the Pledged Shares and other persons are acceptable the property received with respect to the Company, as to Pledged Shares and in arranging for the best price reasonably obtainable upon such a private sale thereof. The Executive shall have no right to redeem any of the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Collateral offered for sale. In case After deducting the expenses of any such sale, after deducting the costs, including reasonable attorneys’ fees and other expenses of sale and delivery' fees, the remaining proceeds of such sale therefrom shall be applied promptly to the payment first of accrued interest and then to principal Pledgors' obligations under the Note; provided that after payment in full of Note and the indebtedness evidenced by the Notesurplus, the balance of the proceeds of sale then remaining if any, shall be paid to the Executive, and the Executive shall be entitled to the return of any of the Collateral remaining in the hands of the CompanyPledgors.
Appears in 1 contract
Event of Default Remedies. The failure Upon (a) demand by the Lender pursuant to the Note or (b) upon the breach by Debtor of any of the Executive to pay the Principal Amount then outstanding plus all accrued and unpaid interest thereon upon the occurrence of a Maturation Event, or to prepay a portion terms of the Principal Amount and all accrued but unpaid interest thereon as provided Note Purchase Agreement, this Agreement (in Section 1.2any such case, shall be an “"Event of Default” hereunder. During the existence of an Event of Default"), the Company Lender may exercise any and all of the rights, powers and remedies of any owner of the Collateral (including, without limitation, the right to vote the Collateral) and shall have and may exercise without demand any and all of the rights and pursue the remedies granted provided under Article 9 of the UCC, as currently effective in or as hereafter amended, including but not limited to a secured party upon default under the Uniform Commercial Code of Maryland or otherwise available exercising all voting rights with respect to the Company under applicable law. Without limiting Collateral, collecting all dividends and other distributions with respect to the foregoingCollateral, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of selling the Collateral at any public or private sale or public auctionsale, on not less than ten (10) days written at the Lender's option, without advertisement, and delivering a notice of exclusive control under any of the Control Agreements to the Executiverespective 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 Lender shall refrain from exercising the aforementioned rights and remedies. The Lender may bid and become a purchaser at any such price or prices sale, and upon any such terms sale the Lender shall collect, receive, and hold and apply the proceeds as the Company may deem advisableprovided herein. The Executive clearly understands that the Company mayIf notice of intended disposition is required by law, in its discretionsuch notice, approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by the Company mailed, shall be deemed reasonably and properly given if mailed to be not “commercially reasonable” because so madethe address of Debtor appearing on the records of the Lender at least five days before the time of such disposition. The Executive agrees that in the event the Company shall, during the existence of an Event of Default, sell the Collateral or any portion thereof at any private sale or sales, the Company shall have the right to rely upon the advice and opinion of independent appraisers and other persons, which appraisers and other persons are acceptable to the Company, as to the best price reasonably obtainable upon such a private sale thereof. The Executive shall have no right to redeem any of the Collateral after proceeds from any such sale or assignmentaction shall be applied first to the payment of all legal and other costs and expenses incurred in connection with the sale or action and next to the payment of the Liabilities, as determined by the Lender. At The balance, if any, of such proceeds remaining after such application shall be paid to Debtor. If the proceeds of any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Collateral offered for sale. In case of any such sale, after deducting the costs, reasonable attorneys’ fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied promptly action are insufficient to the payment first of accrued interest and then to principal under the Note; provided that after payment pay in full of the indebtedness evidenced by the Noteamounts specified above, the balance of the proceeds of sale then remaining Debtor shall be paid to the Executive, and the Executive shall be entitled to the return of any of the Collateral remaining in the hands of the Companyremain liable for such deficiency.
Appears in 1 contract
Samples: 4 Pledge and Security Agreement (Compound Natural Foods Inc.)
Event of Default Remedies. The failure Whenever an Event of Default shall exist, the Lender may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code as in effect in Delaware or otherwise available to it, as well as any other rights and remedies provided for herein. Without limiting the foregoing, whenever an Event of Default shall have occurred and be continuing the Lender (a) may, to the fullest extent permitted by applicable law (including any law applicable to the ownership of the Executive to pay the Principal Amount then outstanding plus Common Stock), without notice, advertisement, hearing or process of law of any kind, (i) sell any or all accrued and unpaid interest thereon upon the occurrence of a Maturation Event, or to prepay a portion of the Principal Amount Collateral, free of all rights and claims of the Pledgor therein and thereto, at any public or private sale or brokers' board and (ii) bid for and purchase any or all of the Collateral at any such public sale and (b) shall have the right, for and in the name, place and stead of the Pledgor, to execute endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral. The Pledgor hereby expressly waives, to the fullest extent permitted by applicable law, any and all accrued but unpaid interest thereon as provided notices, advertisements, hearings or process of law in Section 1.2, shall be an “Event connection with the exercise by the Lender of Default” hereunder. During any of its rights and remedies during the existence continuance of an Event of Default, the Company may exercise any and all . Any notification of the rights, powers and remedies intended disposition of any owner of the Collateral shall be deemed reasonably and properly given if given at least ten (10) days before such disposition. Any proceeds of any of the Collateral may be applied by the Lender to the payment of expenses in connection with the Collateral, including, without limitation, reasonable attorneys' fees and legal expenses, and any balance of such proceeds may be applied by the Lender toward the payment of such of the Liabilities, and in such order of application, as the Lender may from time to time elect (and, after payment in full of all Liabilities, any excess shall be delivered to the Pledgor or as a court of competent jurisdiction shall direct). The Lender is hereby authorized to comply with any limitation or restriction in connection with any sale of Collateral as it may be advised by counsel is necessary in order to (a) avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the right number of prospective bidders and purchasers and/or further restrict such prospective bidders or purchasers to vote persons or entities who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral) and shall have and may exercise without demand or (b) obtain any and all required approval of the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Maryland sale or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Collateral at purchase by any private sale governmental regulatory authority or public auction, on not less than ten (10) days written notice to the Executive, at such price or prices and upon such terms as the Company may deem advisable. The Executive clearly understands that the Company may, in its discretion, approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by the Company shall be deemed to be not “commercially reasonable” because so made. The Executive agrees that in the event the Company shall, during the existence of an Event of Default, sell the Collateral or any portion thereof at any private sale or sales, the Company shall have the right to rely upon the advice and opinion of independent appraisers and other persons, which appraisers and other persons are acceptable to the Company, as to the best price reasonably obtainable upon such a private sale thereof. The Executive shall have no right to redeem any of the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Collateral offered for sale. In case of any such sale, after deducting the costs, reasonable attorneys’ fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied promptly to the payment first of accrued interest and then to principal under the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to the Executiveofficial, and the Executive Pledgor agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner and that the Lender shall not be entitled liable or accountable to the return of Pledgor for any discount allowed by reason of the fact that such Collateral remaining is sold in the hands of the Companycompliance with any such limitation or restriction.
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Event of Default Remedies. The failure of the Executive to pay the Principal Amount then outstanding plus all accrued and unpaid interest thereon upon Upon the occurrence of a Maturation Event, or to prepay a portion of the Principal Amount and all accrued but unpaid interest thereon as provided in Section 1.2, shall be an “Event of Default” hereunder. During the existence continuance of an Event of Default, : In addition to all the Company may exercise any and all of the rights, powers rights and remedies of a secured party under applicable law, the Pledgee shall have the right, and without demand of performance or other demand, advertisement or notice of any owner kind, except as specified below, to or upon Pledgor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by law), to proceed forthwith to collect, receive, appropriate and realize upon the 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 Collateral or any part thereof in one or more parcels at public or private sale or sales at any stock exchange, broker's board or at any of the Collateral Pledgee's offices or elsewhere at such prices and on such terms (including, without limitation, the right to vote the Collateral) and shall have and may exercise without demand a requirement that any and all purchaser of the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Maryland or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Collateral at shall be required to purchase any private sale or public auction, on not less than ten (10securities constituting the Collateral solely for investment and without any intention to make a distribution thereof) days written notice 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 Collateral during the period held. Such notification to the Executive, at such price or prices and upon such terms as the Company may deem advisable. The Executive clearly understands that the Company may, in its discretion, approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by the Company Pledgor shall be deemed reasonable and properly given if mailed, postage prepaid, at least five (5) days before any such disposition, to be not “commercially reasonable” because so madethe address indicated in Section 13(d) below. The Executive agrees that in the event the Company shall, during the existence Any disposition of an Event of Default, sell the Collateral or any portion part thereof at may be for cash or on credit or for future delivery without assumption of any private sale or salescredit risk, the Company shall have with the right to rely upon the advice and opinion of independent appraisers and other persons, which appraisers and other persons are acceptable Pledgee to the Company, as to the best price reasonably obtainable upon such a private sale thereof. The Executive shall have no right to redeem any of the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole purchase all or any part of the Collateral offered so sold at any such sale or sales, public or private, free of any equity or right of redemption in Pledgor, which right or equity is, to the extent permitted by applicable law, hereby expressly waived or released by Pledgor. 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 may deem expedient. The Pledgee may elect to obtain, at the 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 Collateral, the 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 on such credit terms which it deems reasonable. The sale of any of the Collateral on credit terms shall not relieve the Pledgor of its liability under any Loan Document until its Guaranty Obligations have been paid in full. All payments received by the Pledgee in respect of a sale of Collateral shall be applied to the Guaranty Obligations in the manner provided in Section 10 of this Agreement, as and when such payments are received. Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the 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 Collateral for their own account, for investment and not with a view for the distribution or resale thereof. Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Collateral were sold at public sale, and that the Pledgee has no obligation to delay the sale of any Collateral for the period of time necessary to permit the registration of the Collateral for public sale under the Securities Act of 1933, as amended. 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. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Collateral, or any partial disposition of the Collateral, the Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure such sale or other disposition of the Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of this Agreement, 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 Collateral so sold or disposed of. Each purchaser at any such sale or other disposition (including the Pledgee) shall hold the Collateral free from any claim or right of the Pledgor of whatever kind, including any equity or right of redemption of Pledgor. Pledgor specifically waives, to the extent permitted by applicable laws, all rights of redemption, stay or appraisal which it had or may have under 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 laws, without notice or publication, adjourn any private or public sale, and hold such sale at any time or place to which the same may be so adjourned. In case of any such salesale of all or any part of the Collateral, after deducting the costs, reasonable attorneys’ fees and other expenses of sale and on credit or future delivery, the remaining 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 such any sale or disposition of all or any part of the Collateral shall be applied promptly by the Pledgee in the following order: to the payment first of accrued interest and then to principal under the Note; provided that after payment in full of the indebtedness evidenced by costs and expenses of such sale or sales, collections, and the Noteprotection, declaration and enforcement of any security interest granted hereunder including the balance 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 then remaining 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 be 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 to the Executivein full and satisfied, and the Executive Credit Agreement shall be entitled have been terminated. Subject to any sale or other disposition by the return of any Pledgee of the Collateral remaining in or any part thereof pursuant to this Agreement, the hands Collateral shall be returned to Pledgor upon full payment, satisfaction and termination of all of the Company.Guaranty Obligations. EXPENSES OF THE PLEDGEE. All expenses (including reasonable fees 27
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Event of Default Remedies. The failure Upon (a) demand by the Lender pursuant to any one or more of the Executive to pay the Principal Amount then outstanding plus all accrued and unpaid interest thereon Promissory Notes or (b) upon the occurrence breach by Debtor of a Maturation Event, or to prepay a portion any of the Principal Amount and all accrued but unpaid interest thereon as provided in Section 1.2terms of the Letter Agreement, shall be this Agreement, any of the Promissory Notes or any of the Control Agreements (each, an “"Event of Default” hereunder. During the existence of an Event of Default"), the Company Lender may exercise any and all of the rights, powers and remedies of any owner of the Collateral (including, without limitation, the right to vote the Collateral) and shall have and may exercise without demand any and all of the rights and pursue the remedies granted provided under Article 9 of the UCC, as currently effective in or as hereafter amended, including but not limited to a secured party upon default under the Uniform Commercial Code of Maryland or otherwise available exercising all voting rights with respect to the Company under applicable law. Without limiting Collateral, collecting all dividends and other distributions with respect to the foregoingCollateral, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of selling the Collateral at any public or private sale or public auctionsale, on not less than ten (10) days written at the Lender's option, without advertisement, and delivering a notice of exclusive control under any of the Control Agreements to the Executiverespective 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 Lender shall refrain from exercising the aforementioned rights and remedies. The Lender may bid and become a purchaser at any such price or prices sale, and upon any such terms sale the Lender shall collect, receive, and hold and apply the proceeds as the Company may deem advisableprovided herein. The Executive clearly understands that the Company mayIf notice of intended disposition is required by law, in its discretionsuch notice, approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by the Company mailed, shall be deemed reasonably and properly given if mailed to be not “commercially reasonable” because so madethe address of Debtor appearing on the records of the Lender at least five days before the time of such disposition. The Executive agrees that in the event the Company shall, during the existence of an Event of Default, sell the Collateral or any portion thereof at any private sale or sales, the Company shall have the right to rely upon the advice and opinion of independent appraisers and other persons, which appraisers and other persons are acceptable to the Company, as to the best price reasonably obtainable upon such a private sale thereof. The Executive shall have no right to redeem any of the Collateral after proceeds from any such sale or assignmentaction shall be applied first to the payment of all legal and other costs and expenses incurred in connection with the sale or action and next to the payment of the Liabilities, as determined by the Lender. At The balance, if any, of such proceeds remaining after such application shall be paid to Debtor. If the proceeds of any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Collateral offered for sale. In case of any such sale, after deducting the costs, reasonable attorneys’ fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied promptly action are insufficient to the payment first of accrued interest and then to principal under the Note; provided that after payment pay in full of the indebtedness evidenced by the Noteamounts specified above, the balance of the proceeds of sale then remaining Debtor shall be paid to the Executive, and the Executive shall be entitled to the return of any of the Collateral remaining in the hands of the Companyremain liable for such deficiency.
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Event of Default Remedies. The failure of the Executive to pay the Principal Amount then outstanding plus all accrued and unpaid interest thereon upon term default shall mean the occurrence of a Maturation Event, or to prepay a portion of the Principal Amount and all accrued but unpaid interest thereon as provided in Section 1.2, shall be an “Event of Default” hereunder. During the existence of an Event of DefaultDefault as defined under the Credit Agreement. Whenever an Event of Default occurs and is continuing, the Company Security Agent, at its option, may exercise any and all remedies available to it under the Credit Agreement and all other Loan Documents and/or pursuant to Applicable Law, including without limitation: (a) without notice accelerate the maturity of any part or all of the indebtedness secured hereby and terminate any agreement for the granting of further credit to Debtor; (b) sell, lease or otherwise dispose of the Collateral at public or private sale; (c) transfer any of the Collateral into its own name or that of its nominee; (d) retain the Collateral in satisfaction of obligations secured hereby, with notice of such retention sent to Debtor as required by law; (e) notify any parties obligated on any of the Collateral consisting of accounts, instruments, chattel paper, choses in action or the like to make payment to Security Agent and enforce collection of any of the Collateral; (f) file any action or proceeding which Security Agent may deem necessary or appropriate to protect and preserve the right, title and interest of the Security Agent in the Collateral; (g) require Debtor to assemble and deliver any of the Collateral to Security Agent at a reasonably convenient place designated by Security Agent; (h) apply all sums received or collected from or on account of the Collateral, including the proceeds of any sale thereof, to the payment of the costs and expenses incurred in preserving and enforcing rights of Security Agent, including reasonable attorneys’ fees (including the allocated costs of Security Agent’s in-house counsel and legal staff), and indebtedness secured hereby in such order and manner as Security Agent in its sole discretion determines; Security Agent shall account to Debtor for any surplus remaining thereafter, and shall pay such surplus to the party entitled thereto, including any second secured party who has made a proper demand upon Security Agent and has furnished proof to Security Agent as requested in the manner provided by law; in like manner, Debtor agrees to pay to Security Agent without demand any deficiency after any of the Collateral has been disposed of and proceeds applied as aforesaid; and (i) exercise its banker’s lien or right of setoff in the same manner as though the credit were unsecured. Security Agent shall have all the rights and remedies of a secured party under the UCC. All rights, powers and remedies of Security Agent hereunder shall be cumulative and not alternative. No delay on the part of Security Agent in the exercise of any owner right or remedy shall constitute a waiver thereof and no exercise by Security Agent of any right or remedy shall preclude the exercise of any other right or remedy or further exercise of the Collateral (including, without limitation, the same remedy. The right of Security Agent to vote the Collateral) and shall have and may exercise without demand any and all of the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Maryland or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of recourse against the Collateral shall not be affected in any way by the fact that the credit is or may at any private sale time be secured by a mortgage, deed of trust or public auction, on not less than ten (10) days written notice to the Executive, at such price or prices and other lien upon such terms as the Company may deem advisable. The Executive clearly understands that the Company may, in its discretion, approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by the Company shall be deemed to be not “commercially reasonable” because so made. The Executive agrees that in the event the Company shall, during the existence of an Event of Default, sell the Collateral or any portion thereof at any private sale or sales, the Company shall have the right to rely upon the advice and opinion of independent appraisers and other persons, which appraisers and other persons are acceptable to the Company, as to the best price reasonably obtainable upon such a private sale thereof. The Executive shall have no right to redeem any of the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Collateral offered for sale. In case of any such sale, after deducting the costs, reasonable attorneys’ fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied promptly to the payment first of accrued interest and then to principal under the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to the Executive, and the Executive shall be entitled to the return of any of the Collateral remaining in the hands of the Companyreal property.
Appears in 1 contract
Samples: Mortgage and Security Agreement (Willis Lease Finance Corp)
Event of Default Remedies. The failure of the Executive to pay the Principal Amount then outstanding plus all accrued and unpaid interest thereon upon Upon the occurrence of a Maturation Eventan event of default, Pledgee may, without notice to or demand on the Pledgors and in addition to all rights and remedies available to Pledgee, at law, in equity or otherwise, do any of the following: (a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose or otherwise enforce Pledgee's security interest in any manner permitted by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee's place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or to prepay a portion by agents or attorneys, immediately take possession of the Principal Amount Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and all accrued but unpaid interest thereon as provided in Section 1.2, shall be an “Event take possession of Default” hereunder. During the existence proceeds of an Event of Default, the Company may exercise any such sale or liquidation; (h) Exercise any and all of the rights, powers rights as beneficial and remedies of any legal owner of the Collateral (Pledged Collateral, including, without limitation, the right to vote the Collateral) perfecting assignment of and shall have and may exercise without demand exercising any and all of voting, consensual and other rights and powers with respect to any Pledged Collateral; and (i) All the rights and remedies granted to of a secured party upon default under the Uniform Commercial Code of Maryland or otherwise available to the Company under applicable law. Without limiting 8.3 The Pledgee shall give a notice of default to the foregoingPledgors when the Pledgee exercises its remedies under this Agreement. 8.4 Subject to Section 7.3, the Company is authorized to sell, assign and deliver at Pledgee may exercise its discretion, from time to time, all or any part of the Collateral remedies under this Agreement at any private sale or public auction, on not less than ten (10) days written time after the Pledgee gives a notice to the Executive, at such price or prices and upon such terms as the Company may deem advisable. The Executive clearly understands that the Company may, of default in its discretion, approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by the Company shall be deemed to be not “commercially reasonable” because so made. The Executive agrees that in the event the Company shall, during the existence of an Event of Default, sell the Collateral or any portion thereof at any private sale or sales, the Company shall have the right to rely upon the advice and opinion of independent appraisers and other persons, which appraisers and other persons are acceptable to the Company, as to the best price reasonably obtainable upon such a private sale thereof. The Executive shall have no right to redeem any of the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Collateral offered for sale. In case of any such sale, after deducting the costs, reasonable attorneys’ fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied promptly to the payment first of accrued interest and then to principal under the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to the Executive, and the Executive shall be entitled to the return of any of the Collateral remaining in the hands of the Company.accordance with Section 7.3
Appears in 1 contract
