Private Sale of Collateral. Pledgor recognizes that Secured Party may deem it impracticable to effect a public sale of all or any part of the Collateral and that Secured Party may, therefore, determine to make one or more private sales of any such Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonably manner and that Secured Party shall have no obligation to delay sale of any such Interests for the period of time necessary to permit Pledgor to register such Collateral for public sale under the Securities Act of 1933, as amended (the "Securities Act"). Pledgor further acknowledges and agrees that any offer to sell such Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York and Dallas, Texas (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a "Public sale" for the purposes of Section 9-504(c) of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a "public offering" under the Securities Act and that Secured Party on behalf of the Lender Group may, in such event, bid for the purchase of such Collateral.
Private Sale of Collateral. The Holders will conduct a private sale of the Collateral, including but not limited to the assets listed on Schedule 1 hereto (the “Core Assets”), in accordance with Section 9-610 of the Uniform Commercial Code (“UCC”)(a “Private Sale”) and the Company agrees (a) not to object to such private sale, (b) to waive further notice of the disposition, and (c) to use commercially reasonable Efforts to cooperate in such process. For purposes hereof, the “Core Assets” shall include the Loyalty Magic Stock and the IP (as each is defined below). For purposes hereof:
