Common use of Grantor’s Obligations Upon Event of Default Clause in Contracts

Grantor’s Obligations Upon Event of Default. Upon the request of the Collateral Agent (at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding) after the occurrence of an Event of Default which is continuing, each Grantor shall: (a) assemble and make available to the Collateral Agent the Collateral and all books and records relating thereto at any place or places specified by the Collateral Agent, whether at a Grantor’s premises or elsewhere; (b) permit the Collateral Agent, by the Collateral Agent’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy; (c) prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral as the Collateral Agent may request (at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding), all in form and substance satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstanding and the Collateral Agent, and furnish to the Collateral Agent, or cause an issuer of Pledged Collateral to furnish to the Collateral Agent, any information regarding the Pledged Collateral in such detail as the Collateral Agent may specify; and (d) take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Collateral Agent to consummate a public sale or other disposition of the Pledged Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (Turning Point Brands, Inc.)

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Grantor’s Obligations Upon Event of Default. Upon the request of the Collateral Agent (at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding) after the occurrence of an Event of Default which is continuing, each Grantor shall: (a) assemble and make available to the Collateral Agent the Collateral and all books and records relating thereto at any place or places specified by the Collateral Agent, whether at a Grantor’s premises or elsewhere; (b) permit the Collateral Agent, by the Collateral Agent’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy; (c) prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral as the Collateral Agent may request (at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding)request, all in form and substance satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstanding and the Collateral Agent, and furnish to the Collateral Agent, or cause an issuer of Pledged Collateral to furnish to the Collateral Agent, any information regarding the Pledged Collateral in such detail as the Collateral Agent may specify; and (d) take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Collateral Agent to consummate a public sale or other disposition of the Pledged Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (Turning Point Brands, Inc.)

Grantor’s Obligations Upon Event of Default. Upon the request of the Collateral Administrative Agent (at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding) after the occurrence and during the continuance of an Event of Default which is continuingDefault, each Grantor shallwill: (a) assemble and make available to the Collateral Administrative Agent the Collateral and all books and records relating thereto at any place or places specified by the Collateral Administrative Agent, whether at a such Grantor’s premises or elsewhere; (b) permit the Collateral Administrative Agent, by the Collateral Administrative Agent’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy; (c) subject to the prior notice requirements of Section 4.6(d)(ii) and Section 5.2(a)(v), prepare and file, or cause an issuer that is a Subsidiary (or use reasonable best efforts to cause an issuer that is not a Subsidiary of a Grantor) of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral as the Collateral Administrative Agent may request (at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding)request, all in form and substance satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstanding and the Collateral Administrative Agent, and furnish to the Collateral Administrative Agent, or cause an issuer of Pledged Collateral to furnish to the Collateral Administrative Agent, any information regarding the Pledged Collateral in such detail as the Collateral Administrative Agent may specify; and; (d) subject to the prior notice requirements of Section 4.6(d)(ii) and Section 5.2(a)(v), take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Collateral Administrative Agent to consummate a public sale or other disposition of the Pledged Collateral; and (e) at its own expense, cause the independent certified public accountants then engaged by each Grantor or its parent, as applicable, to prepare and deliver to the Administrative Agent and each Lender, at any time, and from time to time, promptly upon the Administrative Agent’s request, the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.

Appears in 1 contract

Samples: Pledge and Security Agreement (Exactech Inc)

Grantor’s Obligations Upon Event of Default. Upon the request of the Collateral Administrative Agent (at during the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding) after the occurrence existence of an Event of Default which is continuingDefault, each Grantor shallwill: (a) assemble and make available to the Collateral Administrative Agent the Collateral and all books and records relating thereto at any place or places specified by the Collateral Administrative Agent, whether at a Grantor’s premises or elsewhere; (b) permit the Collateral Administrative Agent, by the Collateral Administrative Agent’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy; (c) prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral as the Collateral Administrative Agent may request (at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding)request, all in form and substance satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstanding and the Collateral Administrative Agent, and furnish to the Collateral Administrative Agent, or cause an issuer of Pledged Collateral to furnish to the Collateral Administrative Agent, any information regarding the Pledged Collateral in such detail as the Collateral Administrative Agent may specify; and; (d) take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Collateral Administrative Agent to consummate a public sale or other disposition of the Pledged Collateral; and (e) at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Administrative Agent and each Lender, at any time, and from time to time, promptly upon the Administrative Agent’s request, the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.

Appears in 1 contract

Samples: Pledge and Security Agreement (A. H. Belo CORP)

Grantor’s Obligations Upon Event of Default. Upon the request of the Collateral Agent (at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding) Lender after the occurrence and during the continuation of an Event of Default which is continuingDefault, each Grantor shallwill: (a) assemble and make available to the Collateral Agent Lender the Collateral and all books and records relating thereto at any place or places specified by the Collateral AgentLender, whether at a Grantor’s premises or elsewhere; (b) permit the Collateral AgentLender, by the Collateral AgentLender’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy; (c) prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral as the Collateral Agent Lender may request (at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding)request, all in form and substance reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstanding and the Collateral AgentLender, and furnish to the Collateral AgentLender, or cause an issuer of Pledged Collateral to furnish to the Collateral AgentLender, any information regarding the Pledged Collateral in such detail as the Collateral Agent Lender may specify; and; (d) take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Collateral Agent Lender to consummate a public sale or other disposition of the Pledged Collateral; and (e) at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Lender, at any time, and from time to time, promptly upon the Lender’s request, the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.

Appears in 1 contract

Samples: Pledge and Security Agreement (Rand Worldwide Inc)

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Grantor’s Obligations Upon Event of Default. Upon the request of the Collateral Administrative Agent (at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding) after the occurrence and during the continuance of an Event of Default which is continuingDefault, each Grantor shallwill: (a) assemble and make available to the Collateral Administrative Agent the Collateral and all books and records relating thereto at any place or places reasonably specified by the Collateral Administrative Agent, whether at a Grantor’s premises or elsewhere; (b) permit the Collateral Administrative Agent, by the Collateral Administrative Agent’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy; (c) prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral as the Collateral Administrative Agent may request (at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding)request, all in form and substance satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstanding and the Collateral Administrative Agent, and furnish to the Collateral Administrative Agent, or cause an issuer of Pledged Collateral to furnish to the Collateral Administrative Agent, any information regarding the Pledged Collateral in such detail as the Collateral Administrative Agent may specify; and; (d) take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Collateral Administrative Agent to consummate a public sale or other disposition of the Pledged Collateral; (e) at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Administrative Agent and each Lender, at any time, and from time to time, promptly upon the Administrative Agent’s request, the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts; and (f) deliver to the Administrative Agent the originals or copies of all customer contracts constituting Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (Natural Gas Services Group Inc)

Grantor’s Obligations Upon Event of Default. Upon the request of the Collateral Administrative Agent (at during the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding) after the occurrence continuation of an Event of Default which is continuingDefault, each Grantor shallwill: (a) assemble and make available to the Collateral Administrative Agent the Collateral and all books and records Records relating thereto at any place or places specified by the Collateral Administrative Agent, whether at a such Grantor’s premises or elsewhere; (b) permit the Collateral Administrative Agent, by the Collateral Administrative Agent’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records Records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records Records relating thereto, or both, to remove all or any part of the Collateral or the books and records Records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the such Grantor for such use and occupancy; provided such Grantor shall be permitted a reasonable period of time to make copies of the Collateral or the books and Records related thereto, as applicable, prior to removal; (c) prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral as the Collateral Administrative Agent may request (at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding)request, all in form and substance satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstanding and the Collateral Administrative Agent, and furnish to the Collateral Administrative Agent, or cause an issuer of Pledged Collateral to furnish to the Collateral Administrative Agent, any information regarding the Pledged Collateral in such detail as the Collateral Administrative Agent may specify; and; (d) take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Collateral Administrative Agent to consummate a public sale or other disposition of the Pledged Collateral; and (e) at its own expense, cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to the Administrative Agent and each other Secured Party, at any time, and from time to time, promptly upon the Administrative Agent’s request, the following reports with respect to the Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.

Appears in 1 contract

Samples: Pledge and Security Agreement (Heartland Payment Systems Inc)

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