Common use of Private Sales Clause in Contracts

Private Sales. (a) Pledgor recognizes that the Secured Party may be unable to effect a public sale of any or all the Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay sale of any of the Pledged Shares for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Deli-Bon would agree to do so. (b) Pledgor further agrees to use its best efforts to do or cause to be done all such acts as may be necessary to make such sale or sales of all or any portion of the Pledged Shares pursuant to this Section 5.3 valid and binding and in compliance with any and all other applicable requirements of law.

Private Sales. (a) Pledgor recognizes that the Secured Party may be unable to effect a public sale of any or all the Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay sale of any of the Pledged Shares for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Deli-Bon UniMark would agree to do so. (b) Pledgor further agrees to use its best efforts to do or cause to be done all such acts as may be necessary to make such sale or sales of all or any portion of the Pledged Shares pursuant to this Section 5.3 valid and binding and in compliance with any and all other applicable requirements Requirements of lawLaw.

Private Sales. (a) Each Pledgor recognizes that the Secured Party Administrative Agent may be unable to effect a public sale of any or all the Pledged Shares Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Shares Collateral for the period of time necessary to permit the Pledgor Borrower thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Deli-Bon the Borrower would agree to do so. (b) Each Pledgor further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Shares Collateral pursuant to this Section 5.3 9 valid and binding and in compliance with any and all other applicable requirements of lawApplicable Laws.

Private Sales. (a) Each Pledgor recognizes that the Secured Party Administrative Agent may be unable to effect a public sale of any or all the Pledged Shares Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Shares Collateral for the period of time necessary to permit the Pledgor Borrower thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Deli-Bon the Borrower would agree to do so. (b) Each Pledgor further agrees to use its best efforts commercially reasonable to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Shares Collateral pursuant to this Section 5.3 9 valid and binding and in compliance with any and all other applicable requirements of lawApplicable Laws.

Private Sales. (a) Pledgor recognizes that the Secured Party Pledgee may be unable to effect a public sale of any or all of the Pledged Shares Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act") applicable federal and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party Pledgee shall be under no obligation to delay a sale of any of the Pledged Shares Stock for the period of time necessary to permit the Pledgor Pledgee to register such securities for public sale under the Securities Act, applicable federal or under applicable state securities laws, even if Deli-Bon Pledgee would agree to do so. (b) Any sale by Pledgee of any of the Pledged Stock shall require five (5) business days' prior notice to Pledgor providing reasonable details with respect to such sale or, as the case may be, the procedures for such sale (it being agreed that such notice may run concurrently with any other notice required by law or hereunder). (c) Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Shares Stock pursuant to this Section 5.3 8 valid and binding and in compliance with any and all other applicable requirements of law.

Private Sales. (a) The Pledgor recognizes that the Secured Party Administrative Agent may be unable to effect a public sale of any or all the Pledged Shares Stock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended 1933 (the "Securities ActSECURITIES ACT") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Shares Stock for the period of time necessary to permit any issuer of Pledged Stock or the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Deli-Bon such issuer or the Pledgor would agree to do so. (b) Pledgor further agrees to use its best efforts to do or cause to be done all such acts as may be necessary to make such sale or sales of all or any portion of the Pledged Shares pursuant to this Section 5.3 valid and binding and in compliance with any and all other applicable requirements of law.