Common use of Exempt Sale Clause in Contracts

Exempt Sale. If, in the opinion of the Collateral Agent, there is any question that a public or semipublic sale or distribution of any Pledged Property will violate any state or federal securities law, the Collateral Agent in its reasonable discretion (a) may offer and sell securities privately to purchasers who will agree to take them for investment purposes and not with a view to distribution and who will agree to imposition of restrictive legends on the certificates representing the security, or (b) may sell such securities in an intrastate offering under Section 3(a)(11) of the Securities Act of 1933, as amended, and no sale so made in good faith by the Collateral Agent shall be deemed to be not “commercially reasonable” solely Pledge and Security Agreement 37 because so made. Each Grantor shall cooperate fully with the Collateral Agent in selling or realizing upon all or any part of the Pledged Property. In addition, each Grantor shall fully comply with the securities laws of the United States, the State of New York and other states and take such actions as may be necessary to permit the Collateral Agent to sell or otherwise dispose of any securities representing the Pledged Property in compliance with such Legal Requirements.

Exempt Sale. If, in the opinion of the Collateral Agent, there is any question that a public or semipublic sale or distribution of any Pledged Property will violate any state or federal securities law, the Collateral Agent in its reasonable discretion (a) may offer and sell securities privately to purchasers who will agree to take them for investment purposes and not with a view to distribution and who will agree to imposition of restrictive legends on the certificates representing the security, or (b) may sell such securities in an intrastate offering under Section 3(a)(11) of the Securities Act of 1933, as amended, and no sale so made in good faith by the Collateral Agent shall be deemed to be not “commercially reasonable” solely Pledge and Security Agreement 37 because so made. Each Grantor shall cooperate fully with the Collateral Agent in selling or realizing upon all or any part of the Pledged Property. In addition, each Grantor shall fully comply with the securities laws of the United States, the State of New York and other states and take such actions as may be necessary to permit the Collateral Agent to sell or otherwise dispose of any securities representing the Pledged Property in compliance with such Legal Requirements.

Exempt Sale. If, in the opinion of the Collateral Administrative Agent, there is any question that a public or semipublic sale or distribution of any Pledged Property will violate any state or federal securities law, the Collateral Administrative Agent in its reasonable discretion (a) may offer and sell securities privately to purchasers who will agree to take them for investment purposes and not with a view to distribution and who will agree to imposition of restrictive legends on the certificates representing the security, or (b) may sell such securities in an intrastate offering under Section 3(a)(11) of the Securities Act of 1933, as amended, and no sale so made in good faith by the Collateral Administrative Agent shall be deemed to be not “commercially reasonable” solely Pledge and Security Agreement 37 because so made. Each Grantor shall cooperate fully with the Collateral Administrative Agent in selling or realizing upon all or any part of the Pledged Property. In addition, each Grantor shall fully comply with the securities laws of the United States, the State of New York and other states and take such actions as may be necessary to permit the Collateral Administrative Agent to sell or otherwise dispose of any securities representing the Pledged Property in compliance with such Legal Requirements.