Common use of Foreclosure Sales Clause in Contracts

Foreclosure Sales. (a) Without limiting the provisions of Section 5.1, Agent may, following the occurrence and during the continuance of an Event of Default, without notice except as specified below, and to the extent permitted under applicable law, sell the Pledged Collateral or any part thereof in one or more transactions at public or private sale, for cash or property and at such price or prices and upon such other terms as Agent may deem commercially reasonable, irrespective of the impact of any of such sales on the value of any of the Pledged Collateral. To the extent permitted under applicable law, Agent may be the purchaser of any or all of the Pledged Collateral at any such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Agent shall not be obligated to make any sale with respect to the Pledged Collateral regardless of a notice of sale having been given. 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, without further notice, be made at the time and place to which it was so adjourned. less favorable than those obtainable through a sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and notwithstanding such circumstances, agrees that any sale under such restrictions shall be deemed to have been made in a commercially reasonable manner and that Agent shall have no obligation to engage in sales without such restrictions and no obligation to delay the sale of any securities included within the Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if Pledgor would agree to do so.

Foreclosure Sales. (a) Without limiting the provisions Each Borrower agrees that, if applicable law requires that prior notice of Section 5.1any foreclosure or other disposition of Collateral be given to a Borrower, Agent may, following the occurrence and during the continuance of an Event of Default, without at least 10 days’ written notice except as specified below, and to the extent permitted under applicable law, sell the Pledged Collateral or any part thereof in one or more transactions at public or private sale, for cash or property and such Borrower at such price or prices and upon such other terms as Agent may deem commercially reasonable, irrespective of the impact of any of such sales on the value of any of the Pledged Collateral. To the extent permitted under applicable law, Agent may be the purchaser of any or all of the Pledged Collateral at any such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time Borrower’s address in the future have under any rule Credit Agreement of law or statute now existing or hereafter enacted. Agent shall not be obligated to make any sale with respect to the Pledged Collateral regardless of a notice of sale having been given. Agent may adjourn any public or private foreclosure sale or other disposition of any Collateral shall be reasonable notice thereof, and that any such sale may be at such locations as the Agent may designate in such notice. The Agent shall have the right to conduct foreclosure sales on each Borrower’s premises and without charge therefor. All public or private foreclosure sales may be adjourned from time to time by announcement giving oral notice thereof at the time and place fixed thereforof such sale or in such other manner permitted by applicable law. The Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit, or any combination thereof, and the Agent or any Bank may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale, and, in lieu of actual payment of such purchase price, the Agent or any Bank may setoff and credit the amount of such price against the Obligations without impairing any Borrower’s or any other party’s liability for any deficiency in respect thereof. Except as otherwise provided in the Credit Agreement, the Proceeds realized from any sale mayof any Collateral may be applied, without further noticeafter the Agent is in receipt of good funds, be made at as follows: (a) first, to the time reasonable costs and place to which it was so adjourned. less favorable than those obtainable through a sale without such restrictions (expenses, including, without limitation, a public offering made pursuant reasonable attorneys’ fees and expenses, incurred by the Agent or any Bank for collection, removal, storage, processing, protection, insurance, demonstration, sale or delivery of the Collateral, (b) second, to a registration statement any fees or expenses due the Agent or any Bank under the Securities Act)Credit Documents, (c) third, to interest due on any of the Obligations, (d) fourth, to the principal of the Obligations, (e) fifth, to the Agent or any Bank, for any Obligations not included in (a) through (d) above; and (f) sixth, and notwithstanding finally, to the Borrowers or any other Person, to the extent it is lawfully entitled to any remaining Proceeds. If any deficiency remains after any foreclosure sale, the Borrowers and any Guarantors shall remain jointly and severally liable for such circumstancesdeficiency. If the Agent forecloses or otherwise realizes on any Collateral and receives any Proceeds thereof in any form other than cash, agrees that any sale under the Obligations shall not be credited unless and until the Agent receives collected funds with respect to such restrictions shall be deemed to have been made in a commercially reasonable manner and that Agent shall have no obligation to engage in sales without such restrictions and no obligation to delay the sale of any securities included within the Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if Pledgor would agree to do sonon-cash Proceeds.

Foreclosure Sales. (a) Without limiting the provisions of Section 5.1, Agent may, following the occurrence and during the continuance of an Event of Default, without The Debtor agrees that at least 10 days written notice except as specified below, and to the extent permitted under applicable law, sell Debtor at the Pledged Collateral or any part thereof in one or more transactions at public or private sale, for cash or property and at such price or prices and upon such other terms as Agent may deem commercially reasonable, irrespective Debtor's address above of the impact of any of such sales on the value of any of the Pledged Collateral. To the extent permitted under applicable law, Agent may be the purchaser of any or all of the Pledged Collateral at any such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Agent shall not be obligated to make any sale with respect to the Pledged Collateral regardless of a notice of sale having been given. Agent may adjourn any public or private foreclosure sale or other disposition of any Collateral shall be reasonable notice thereof, and that any such sale may be at such locations as the Collateral Agent may designate in such notice. All public or private foreclosure sales may be adjourned from time to time by announcement giving oral notice thereof at the time and place fixed thereforof such sale or in such other manner permitted by applicable law. The Collateral Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit, or any combination thereof, and the Collateral Agent or any Bank may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale, and, in lieu of actual payment of such purchase price, the Collateral Agent may setoff and credit the amount of such price against the Obligations without impairing the Debtor's or any other party's liability for any deficiency in respect thereof. The proceeds realized from any sale mayof any Collateral may be applied, without further noticeafter the Collateral Agent is in receipt of good funds, be made at as follows: (a) first, to the time Collateral Agent, for all reasonable costs and place to which it was so adjourned. less favorable than those obtainable through a sale without such restrictions (expenses, including, without limitation, a public offering made pursuant reasonable attorneys' fees and expenses, incurred by the Collateral Agent for collection, removal, storage, processing, protection, insurance, demonstration, sale or delivery of the Collateral, and for any other Obligations constituting costs or expenses; (b) second, to a registration statement the Collateral Agent for payment of any fees or expenses due, under the Securities Act)Credit Agreement, to the Collateral Agent; (c) third, to the Collateral Agent for payment to the account for each Bank, in accordance with its Pro-Rata Share, for any Obligations constituting interest; (d) fourth, to the Collateral Agent for payment to the account for each Bank, in accordance with its Pro-Rata Share, for any Obligations constituting principal; (e) fifth, to the Collateral Agent for payment to the account of each Bank, in its Pro-Rata Share, for any Obligations not included in (a) through (d) above; and notwithstanding (f) sixth and finally, to any other party, to the extent it is lawfully entitled to any remaining proceeds. If any deficiency remains after any foreclosure sale, the Debtor and any guarantor shall remain jointly and severally liable for such circumstances, agrees that any sale under such restrictions shall be deemed to have been made in a commercially reasonable manner and that Agent shall have no obligation to engage in sales without such restrictions and no obligation to delay the sale of any securities included within the Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if Pledgor would agree to do sodeficiency.

Foreclosure Sales. (a) Without limiting the provisions of Section 5.1Each Borrower agrees that, Agent may, following the occurrence and during the continuance of an Event of Default, without insofar as prior notice except as specified below, and to the extent permitted under is required by applicable law, sell the Pledged Collateral or any part thereof in one or more transactions at public or private sale, for cash or property and least 10 days’ written notice to such Borrower at such price or prices and upon such other terms as Agent may deem commercially reasonable, irrespective of the impact of any of such sales on the value of any of the Pledged Collateral. To the extent permitted under applicable law, Agent may be the purchaser of any or all of the Pledged Collateral at any such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time Borrower’s notice address in the future have under any rule Credit Agreement of law or statute now existing or hereafter enacted. Agent shall not be obligated to make any sale with respect to the Pledged Collateral regardless of a notice of sale having been given. Agent may adjourn any public or private foreclosure sale or other disposition of any Collateral shall be reasonable notice thereof, and that any such sale may be at such locations as the Bank may designate in such notice. The Bank shall have the right to conduct foreclosure sales on each Borrower’s premises and without charge therefor. All public or private foreclosure sales may be adjourned from time to time by announcement giving oral notice thereof at the time and place fixed thereforof such sale or in such other manner permitted by applicable law. The Bank shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit, or any combination thereof, and the Bank may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale, and, in lieu of actual payment of such purchase price, the Bank may setoff and credit the amount of such price against the Obligations without impairing any Borrower’s or any other Person’s liability for any deficiency in respect thereof. Except as otherwise provided in the Credit Agreement, the proceeds realized from any sale mayof any Collateral may be applied, without further noticeafter the Bank is in receipt of good funds, be made at as follows: (a) first, to the time reasonable costs and place to which it was so adjourned. less favorable than those obtainable through a sale without such restrictions (expenses, including, without limitation, a public offering made pursuant reasonable attorneys’ fees and expenses, incurred by the Bank for collection, removal, storage, processing, protection, insurance, demonstration, sale or delivery of the Collateral, (b) second, to a registration statement any fees or expenses due the Bank under the Securities Act)Credit Documents, (c) third, to interest due on any of the Obligations, (d) fourth, to the principal of the Obligations, (e) fifth, to the Bank, for any Obligations not included in (a) through (d) above; and (f) sixth, and notwithstanding finally, to any Borrower or Borrowers or any other Person, to the extent it is lawfully entitled to any remaining proceeds. If the Bank forecloses or otherwise realizes on any Collateral and receives any proceeds thereof in any form other than cash, the Obligations shall not be credited unless and shall only be credited to the extent that the Bank actually receives final collected funds with respect to such circumstancesnon-cash proceeds. If any deficiency remains after any foreclosure sale, agrees that the Borrowers and any sale under Guarantors shall remain jointly and severally liable for such restrictions deficiency. Nothing in this Agreement shall be deemed obligate the Bank to have been made in a commercially reasonable manner and that Agent shall have no obligation to engage in sales without give any Borrower or any other Person any notice if such restrictions and no obligation to delay the sale of any securities included within the Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under notice is not required by applicable state securities laws, even if Pledgor would agree to do solaw.