Common use of Manner of Disposition Clause in Contracts

Manner of Disposition. Each Pledgor recognizes that Bank may be unable to effect a public sale of all or part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), or in applicable state securities laws as now or hereafter in effect, unless registration or qualification, as the case may be, is accomplished. Each Pledgor acknowledges that Bank may resort to one or more private sales to a single purchaser or a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor agrees that private sales may be at prices and other terms less favorable to such Pledgor than if such Pledged Collateral were sold at public sale and that Bank has no obligation to delay the sale of any such portion of the Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities, even if it would, or should, proceed to register such securities for public sale. Each Pledgor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a “commercially reasonable” manner. Each Pledgor agrees that Bank need not approach such number and quantity of possible buyers so as to be in violation of the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any applicable state securities laws and that Bank need not approach the maximum number of possible buyers under the foregoing laws. Each Pledgor agrees that Bank shall not have any liability, direct or indirect, for any short-swing profits liability such Pledgor incurs under Section 16(b) of the Exchange Act as a result of Bank’s disposition of all or any part of the Pledged Collateral and that a disposition shall not be deemed made in bad faith or in a commercially unreasonable manner for purposes of the Code if it gives rise to short-swing profits under Section 16(b) of the Exchange Act.

Manner of Disposition. Each Pledgor recognizes that Bank the Secured Party may be unable to effect a public sale of all or part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), or in applicable New York or other state securities laws as now or hereafter in effect, unless registration or qualification, as the case may be, is accomplished. Each Pledgor acknowledges that Bank the Secured Party may resort to one or more private sales to a single purchaser or a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor agrees that private sales may be at prices and other terms less favorable to such Pledgor than if such Pledged Collateral were sold at public sale and that Bank the Secured Party has no obligation to delay the sale of any such portion of the Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities, even if it would, or should, proceed to register such securities for public sale. Each Pledgor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a “commercially reasonable” manner. Each Pledgor agrees that Bank the Secured Party need not approach such number and quantity of possible buyers so as to be in violation of the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any applicable state securities laws and that Bank the Secured Party need not approach the maximum number of possible buyers under the foregoing laws. Each Pledgor agrees that Bank the Secured Party shall not have any liability, direct or indirect, for any short-swing profits liability such Pledgor incurs under Section 16(b) of the Exchange Act as a result of Bankthe Secured Party’s disposition of all or any part of the Pledged Collateral and that a disposition shall not be deemed made in bad faith or in a commercially unreasonable manner for purposes of the Code if it gives rise to short-swing profits under Section 16(b) of the Exchange Act.

Manner of Disposition. Each Pledgor recognizes that Bank Lender may be unable to effect a public sale of all or part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), or in applicable state securities laws as now or hereafter in effect, unless registration or qualification, as the case may be, is accomplished. Each Pledgor acknowledges that Bank Lender may resort to one or more private sales to a single purchaser or a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor agrees that private sales may be at prices and other terms less favorable to such Pledgor than if such Pledged Collateral were sold at public sale and that Bank Lender has no obligation to delay the sale of any such portion of the Pledged Collateral for the period of time necessary to permit the issuer thereof Borrower to register such securities, even if it would, or should, proceed to register such securities for public sale. Each Pledgor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a “commercially reasonable” manner. Each Pledgor Pxxxxxx agrees that Bank Lender need not approach such number and quantity of possible buyers so as to be in violation of the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any applicable state securities laws and that Bank Lender need not approach the maximum number of possible buyers Pledge Agreement (Axxxxx Development Group, Inc.) Page 6 under the foregoing laws. Each Pledgor agrees that Bank Lender and the Lenders shall not have any liability, direct or indirect, for any short-swing profits liability such Pledgor incurs under Section 16(b) of the Exchange Act as a result of BankLender’s disposition of all or any part of the Pledged Collateral and that a disposition shall not be deemed made in bad faith or in a commercially unreasonable manner for purposes of the Code if it gives rise to short-swing profits under Section 16(b) of the Exchange Act.

Manner of Disposition. Each Pledgor recognizes that Bank Lender may be unable to effect a public sale of all or part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), or in applicable state securities laws as now or hereafter in effect, unless registration or qualification, as the case may be, is accomplished. Each Pledgor acknowledges that Bank Lender may resort to one or more private sales to a single purchaser or a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor agrees that private sales may be at prices and other terms less favorable to such Pledgor than if such Pledged Collateral were sold at public sale and that Bank Lender has no obligation to delay the sale of any such portion of the Pledged Collateral for the period of time necessary to permit the issuer thereof Borrower to register such securities, even if it would, or should, proceed to register such securities for public sale. Each Pledgor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a “commercially reasonable” manner. Each Pledgor Xxxxxxx agrees that Bank Lender need not approach such number and quantity of possible buyers so as to be in violation of the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any applicable state securities laws and that Bank Lender need not approach the maximum number of possible buyers under the foregoing laws. Each Pledgor agrees that Bank Lender and the Lenders shall not have any liability, direct or indirect, for any short-swing profits liability such Pledgor incurs under Section 16(b) of the Exchange Act as a result of BankLender’s disposition of all or any part of the Pledged Collateral and that a disposition shall not be deemed made in bad faith or in a commercially unreasonable manner for purposes of the Code if it gives rise to short-swing profits under Section 16(b) of the Exchange Act.