Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 9 contracts
Samples: Security Agreement (Dayton Superior Corp), Credit Agreement (Symons Corp), Security Agreement (Infousa Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may may, subject to the provisions of the Intercreditor Agreement, be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 7 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 6 contracts
Samples: Security Agreement (CURO Group Holdings Corp.), Short Term Credit Agreement (CURO Group Holdings Corp.), Security Agreement (Lee Enterprises, Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral --------------------------------------- repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 6 contracts
Samples: Security Agreement (Wesley Jessen Visioncare Inc), Security Agreement (Wesley Jessen Holding Inc), Security Agreement (Cambridge Industries Inc /De)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 5 contracts
Samples: Security Agreement (Globe Manufacturing Corp), Security Agreement (Therma Wave Inc), Security Agreement (Globe Manufacturing Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be are commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableAssignor. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 5 contracts
Samples: Security Agreement (CURO Group Holdings Corp.), Security Agreement (CURO Group Holdings Corp.), Security Agreement
Remedies; Disposition of the Collateral. If (a) To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawGrantor. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense. Each Grantor acknowledges and agrees that, to the extent notice of sale or other disposition of the Collateral or any part thereof shall be required by law, ten (10) days’ prior notice to such Grantor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters.
(b) If at any time when the Collateral Agent shall determine to exercise its right to sell all or any part of the Pledged Collateral consisting of Securities, and such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, the Collateral Agent may, in its sole and absolute discretion, sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Collateral Agent, in its sole and absolute discretion (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale, and (iii) may restrict such sale to a purchaser who will represent and agree, among other things, that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Collateral or part thereof. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price which the Collateral Agent, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid.
Appears in 4 contracts
Samples: Security Agreement (Iridium Communications Inc.), Revolving Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Administrative Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Administrative Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Administrative Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Administrative Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 4 contracts
Samples: Credit Agreement (Aleris Ohio Management, Inc.), u.s. Security Agreement (Aleris Ohio Management, Inc.), Credit Agreement (Aleris Ohio Management, Inc.)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 3 contracts
Samples: Security Agreement (Southwest General Hospital Lp), Credit Agreement (Iasis Healthcare Corp), Security Agreement (Pca Valdosta Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 9.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 3 contracts
Samples: Second Lien Guarantee and Collateral Agreement, Second Lien Guarantee and Collateral Agreement (Lee Enterprises, Inc), First Lien Guarantee and Collateral Agreement (Lee Enterprises, Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' ’ prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such sale, lease or other disposition which shall may be effected by means of a public sale permitted by such disposition or private disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time and place of UCC and/or such sale and, in the absence other mandatory requirements of applicable requirements of law, shall be by public auction (which may, at law as may apply to the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 3 contracts
Samples: Credit Agreement (Town Sports International Holdings Inc), Security Agreement (Town Sports International Holdings Inc), Security Agreement (Town Sports International Holdings Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then then, subject to the Intercreditor Agreement, any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 3 contracts
Samples: Security Agreement, Abl Credit Agreement (Ciena Corp), Security Agreement (Ciena Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 8.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. thereto in two newspapers in general circulation in Salt Lake City, Utah, The Collateral Agent may, without notice or publication, adjourn any public or private City of New York and in such other locations as may be necessary in order for the sale or cause the same to be adjourned from time to time by announcement at “commercially reasonable” (as such term is used in Article 9 of the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedUniform Commercial Code). To the extent permitted not prohibited by any such requirement Requirement of lawLaw, the Collateral Agent or any Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 8.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 3 contracts
Samples: Security Agreement (Huntsman Petrochemical Finance Co), Security Agreement (Huntsman LLC), Security Agreement (Huntsman LLC)
Remedies; Disposition of the Collateral. If To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawGrantor. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.
Appears in 3 contracts
Samples: Second Lien Security Agreement (PAE Inc), Abl Security Agreement (PAE Inc), First Lien Security Agreement (PAE Inc)
Remedies; Disposition of the Collateral. If In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49), subject to the Credit Agreement, and subject to any Intercreditor Agreement and any Other Intercreditor Agreement, and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by :
(i) (A) the Collateral Agent may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, and all the rights and remedies of a secured party on default under the UCC at the time of such Event of Default, and the Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Collateral or pursuant to Section 7.1 hereof and any other Collateral whether part thereof in one or not so repossessed by more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, may be soldfor cash, assigned, leased on credit or otherwise disposed of under one or more contracts or as an entiretyfor future delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be may deem commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by (B) the Collateral Agent or after any overhaul other Secured Party may be the purchasers of any or repair at the expense all of the relevant Assignor which Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent sold at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale, (C) each purchaser at any such sale shall determine acquire the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives, to be commercially reasonable. Any such disposition the fullest extent permitted by law, all rights of redemption, stay 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, (D) each Grantor agrees that, to the extent notice of sale shall be a private sale or other private proceedings permitted required by such requirements shall be made upon not less than 10 law, at least ten (10) days' prior written ’ notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving Borrower of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such any public sale andor the time after which any private sale is to be made shall constitute reasonable notification, in the absence of applicable requirements of law, shall be by public auction (which may, at E) the Collateral Agent's option, Agent shall not be subject obligated to reserve), after publication make any sale of Collateral regardless of notice of such auction sale having been given, (where required by applicable lawF) not less than 10 days prior thereto. The the Collateral Agent may, without notice or publication, may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which it was so adjourned and (G) each Grantor hereby waives, to the sale may be so adjourned. To the full extent permitted by any such requirement of law, any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may bid have been sold at such a private sale was less than the price which might have been obtained at a public sale;
(ii) (A) except as otherwise provided herein, each Grantor hereby waives, to the fullest extent permitted by applicable law: (w) notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and become any such right which such Grantor would otherwise have under law; (x) all damages occasioned by such taking of possession; (y) all other requirements as to the purchaser time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and (z) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law and (B) any sale of, or the grant of options to purchase, or any item other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of any Grantor therein and thereto, and shall be a perpetual bar both at law and in equity against any Grantor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, offered for from, through and under each Grantor; and
(iii) With respect to any Collateral other than Account Collateral, in connection with any foreclosure, collection, sale in accordance with this Section without accountability or other enforcement of Liens granted to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required in this SGR Security Agreement, each Grantor will reasonably cooperate in good faith with the Collateral Agent in transferring the right to make disposition use such Collateral to any designee of the Collateral within a period Agent that is an air carrier or any other Person otherwise permitted to hold and use properties or rights as such Collateral and will, at the reasonable request of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give and in good faith, continue to operate and manage such Assignor only Collateral and maintain such notice of disposition Grantor’s applicable regulatory licenses with respect to such Collateral until such time as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all designee obtains such other acts licenses and things governmental approvals as may be reasonably necessary to make such sale or sales of all or any portion (in the reasonable opinion of the Collateral valid and binding and in compliance Agent or its designee specified above) advisable to conduct aviation operations with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any respect to such sale or sales, all at such Assignor's expenseCollateral.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (American Airlines, Inc.), Amendment and Restatement Agreement (American Airlines Inc), First Amendment and Restatement Agreement (American Airlines Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then then, subject to the Intercreditor Agreement, any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.
Appears in 3 contracts
Samples: Security Agreement and Pledge Agreement (Ciena Corp), Credit Agreement (Ciena Corp), Term Loan Security Agreement (Ciena Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then then, subject to any Applicable Intercreditor Agreement, any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.
Appears in 3 contracts
Samples: Abl Credit Agreement (Ciena Corp), u.s. Security Agreement (Ciena Corp), Abl Credit Agreement
Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred and following not fewer than 5 days’ prior notice by the Administrative Agent (or such longer time as may be continuingrequired pursuant to the terms of the Final Order), then and to the extent not inconsistent with the Final Order or Section 8, without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof Section
11.1 or the Final Order or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent maycommercially reasonable terms, in compliance with any mandatory requirements Requirements of applicable law, determine to be commercially reasonableLaw. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor the Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in USA Today and The Wall Street Journal, National Edition. The Collateral Agent maySubject to Section 11.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders or any Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 11.2 without accountability to the relevant AssignorBorrower, any Guarantor or the Prepetition Secured Parties (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 3 contracts
Samples: Credit and Guarantee Agreement (Lear Corp), Credit and Guarantee Agreement (Lear Corp), Credit and Guarantee Agreement
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice disposition, effected in accordance with the applicable law as may apply to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 3 contracts
Samples: Canadian Security Agreement (Ciena Corp), Canadian Security Agreement (Ciena Corp), Security Agreement (Ciena Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant AssignorAssignor (except to the extent such purchase price exceeds the amount of the Obligations with such excess to be applied in accordance with Section 7.4(v) of this Agreement). If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (Winfred Berg Licensco Inc), Security Agreement (Winfred Berg Licensco Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (Davis-Standard CORP), Security Agreement (Dominos Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which that shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (Power Ten), Security Agreement (Information Holdings Inc)
Remedies; Disposition of the Collateral. If To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Security Agreement (Bway Corp), Security Agreement (Bway Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Purchasers under or pursuant to Section 7.1 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentPurchasers, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Purchasers may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Purchasers or after any overhaul or repair at the expense of the relevant Assignor each Debtor which the Collateral Agent Purchasers shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor each Debtor or any nominee of such Assignor each Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified, but in no event in an amount greater than the Obligations then outstanding and provision for any contingent Obligations reasonably acceptable to the Purchasers. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's Purchasers’ option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in Los Angeles, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCalifornia. To the extent permitted by any such requirement of law, the Collateral Agent Purchasers may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorDebtors. If, under mandatory requirements of applicable law, the Collateral Agent Purchasers shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtors as hereinabove specified, the Collateral Agent Purchasers need give such Assignor the Debtors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security and Pledge Agreement (Dyntek Inc), Security and Pledge Agreement (Dyntek Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant such Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent and the Secured Creditors may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove herein above specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (Universal Compression Inc), Security Agreement (Universal Compression Holdings Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then then, subject to any Applicable Intercreditor Agreement, any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of the time at which PPSA and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.
Appears in 2 contracts
Samples: Canadian Security Agreement (Ciena Corp), Abl Credit Agreement
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral --------------------------------------- repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to determine; provided that such terms shall be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any commercially reasonable overhaul or repair made by or at the expense direction of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableAgent. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Pledgor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Pledgor or any nominee of such Assignor the Pledgor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so reasonably specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Pledgor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent and the Secured Creditors may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorPledgor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Pledgor as hereinabove specified, the Collateral Agent need give such Assignor the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor The Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignorthe Pledgor's reasonable expense.
Appears in 2 contracts
Samples: Security Agreement (Coinmach Laundry Corp), Security Agreement (Coinmach Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, Agent may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: u.s. Security Agreement (Williams Scotsman Inc), u.s. Security Agreement (Williams Scotsman International Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers in general circulation in the City of New York. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent and the Secured Creditors may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant any Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (JCC Holding Co), Security Agreement (JCC Holding Co)
Remedies; Disposition of the Collateral. If To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 6.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall reasonably determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of the time at which PPSA and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 6.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, The Collateral Agent may also accept the Collateral Agent shall be required to make disposition in satisfaction of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawObligations. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such AssignorGrantor's expense.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Performance Sports Group Ltd.), Abl Credit Agreement (Performance Sports Group Ltd.)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 30 days' ’ prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 30 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 30 days' ’ prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 30 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Credit Agreement (Manitowoc Foodservice, Inc.), Escrow Agreement (Manitowoc Foodservice, Inc.)
Remedies; Disposition of the Collateral. If To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 6.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall reasonably determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 6.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawGrantor. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.
Appears in 2 contracts
Samples: Abl Credit Agreement (Performance Sports Group Ltd.), Term Loan Credit Agreement (Performance Sports Group Ltd.)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (VHS of Phoenix Inc), Credit Agreement (Extended Stay America Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Abl Credit Agreement (Tesla Motors Inc), Security Agreement (Ciena Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of the applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of the applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (Silgan Holdings Inc), Security Agreement (Silgan Holdings Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof 8.1 and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Debtor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Debtor or any nominee of such Assignor Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Parties (or certain of them) may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorDebtor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent need give such Assignor Debtor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor Debtor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Debtor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Debtor’s expense.
Appears in 2 contracts
Samples: Security Agreement (Stonemor Partners Lp), Security Agreement (Stonemor Partners Lp)
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of a Noticed Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 ten (10) days' prior ’ written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 ten (10) days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 ten (10) days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in one newspaper in general circulation in the City of New York and one newspaper in general circulation in Winston Salem, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedNorth Carolina. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (by bidding in the Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (Reynolds American Inc), Security Agreement (Reynolds American Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to determine; provided that such terms shall be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any commercially reasonable overhaul or repair made by or at the expense direction of the relevant Assignor which Collateral Agent. To the extent permitted by any requirement of law, the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended Secured Creditors or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of any or all of the Collateral at any such sale price or other consideration therefor, and shall be subjectentitled, for the 10 days after purpose of bidding and making settlement or payment of the giving purchase price for all or any portion of the Collateral sold, assigned or licensed at such noticesale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale fullest extent permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the law, all rights of redemption, stay and/or appraisal which it now has or may at any time and place of such sale and, in the absence future have under any rule of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretolaw or statute now existing or hereafter enacted. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To Each Pledgor hereby waives, to the fullest extent permitted by any such requirement of law, any claims against the Collateral Agent may bid for and become the purchaser arising by reason of the fact that the price at which any Collateral may have been sold, assigned or any item thereoflicensed at such a private sale was less than the price which might have been obtained at a public sale, offered for sale in accordance with this Section without accountability even if the Administrative Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Each Pledgor acknowledges and agrees that, to the relevant Assignor. If, under mandatory requirements extent notice of applicable law, the Collateral Agent sale shall be required by law, ten days' notice to make disposition such Pledgor of the Collateral within a period time and place of any public sale or of the time after which does not permit the giving of notice any private sale or other intended disposition is to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as take place shall be reasonably practicable in view commercially reasonable notification of such mandatory requirements matters. No notification need be given to any Pledgor if it has signed, after the occurrence of applicable lawan Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Each Assignor Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such AssignorPledgor's reasonable expense.
Appears in 2 contracts
Samples: Security Agreement (Appliance Warehouse of America Inc), Security Agreement (Coinmach Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 7.1(a) hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair repair, at the expense of the relevant Assignor Assignor, which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor, provided that the Collateral Agent shall then notify the relevant Assignor of such purchase and the purchase price. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Security Agreement (PAETEC Holding Corp.), Security Agreement (PAETEC Holding Corp.)
Remedies; Disposition of the Collateral. If In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49), subject to the Credit Agreement, and subject to any Intercreditor Agreement and any Other Intercreditor Agreement, and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by :
(i) (A) the Collateral Agent may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, and all the rights and remedies of a secured party on default under the UCC at the time of such Event of Default, and the Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Collateral or pursuant to Section 7.1 hereof and any other Collateral whether part thereof in one or not so repossessed by more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, may be soldfor cash, assigned, leased on credit or otherwise disposed of under one or more contracts or as an entiretyfor future delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be may deem commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by (B) the Collateral Agent or after any overhaul other Secured Party may be the purchasers of any or repair at the expense all of the relevant Assignor which Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent sold at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale, (C) each purchaser at any such sale shall determine acquire the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives, to be commercially reasonable. Any such disposition the fullest extent permitted by law, all rights of redemption, stay 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, (D) the Grantor agrees that, to the extent notice of sale shall be a private sale or other private proceedings permitted required by such requirements shall be made upon not less than 10 law, at least ten (10) days' prior written ’ notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving Grantor of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such any public sale andor the time after which any private sale is to be made shall constitute reasonable notification, in the absence of applicable requirements of law, shall be by public auction (which may, at E) the Collateral Agent's option, Agent shall not be subject obligated to reserve), after publication make any sale of Collateral regardless of notice of such auction sale having been given, (where required by applicable lawF) not less than 10 days prior thereto. The the Collateral Agent may, without notice or publication, may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which it was so adjourned and (G) the sale may be so adjourned. To Grantor hereby waives, to the full extent permitted by any such requirement of law, any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may bid have been sold at such a private sale was less than the price which might have been obtained at a public sale;
(ii) (A) except as otherwise provided herein, the Grantor hereby waives, to the fullest extent permitted by applicable law: (w) notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and become any such right which the purchaser Grantor would otherwise have under law; (x) all damages occasioned by such taking of possession; (y) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and (z) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law and (B) any sale of, or the grant of options to purchase, or any item other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Grantor therein and thereto, and shall be a perpetual bar both at law and in equity against the Grantor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, offered for from, through and under the Grantor; and
(iii) With respect to any Collateral other than Account Collateral, in connection with any foreclosure, collection, sale in accordance with this Section without accountability or other enforcement of Liens granted to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required in this SGR Security Agreement, the Grantor will reasonably cooperate in good faith with the Collateral Agent in transferring the right to make disposition use such Collateral to any designee of the Collateral within a period Agent that is an air carrier or any other Person otherwise permitted to hold and use properties or rights as such Collateral and will, at the reasonable request of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give and in good faith, continue to operate and manage such Assignor only Collateral and maintain the Grantor’s applicable regulatory licenses with respect to such notice of disposition Collateral until such time as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all designee obtains such other acts licenses and things governmental approvals as may be reasonably necessary to make such sale or sales of all or any portion (in the reasonable opinion of the Collateral valid and binding and in compliance Agent or its designee specified above) advisable to conduct aviation operations with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any respect to such sale or sales, all at such Assignor's expenseCollateral.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (American Airlines Inc), Credit and Guaranty Agreement (American Airlines Inc)
Remedies; Disposition of the Collateral. If To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawGrantor. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.
Appears in 2 contracts
Samples: Credit Agreement (Bway Parent Company, Inc.), Security Agreement (BWAY Holding CO)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonabledetermine. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any commercially reasonable overhaul or repair made by or at the expense direction of the relevant Assignor which Collateral Agent. To the extent permitted by any requirement of law, the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended Secured Creditors or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of any or all of the Collateral at any such sale price or other consideration therefor, and shall be subjectentitled, for the 10 days after purpose of bidding and making settlement or payment of the giving purchase price for all or any portion of the Collateral sold, assigned or licensed at such noticesale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale fullest extent permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the law, all rights of redemption, stay and/or appraisal which it now has or may at any time and place of such sale and, in the absence future have under any rule of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretolaw or statute now existing or hereafter enacted. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To Each Pledgor hereby waives, to the fullest extent permitted by any such requirement of law, any claims against the Collateral Agent may bid for and become the purchaser arising by reason of the fact that the price at which any Collateral may have been sold, assigned or any item thereoflicensed at such a private sale was less than the price which might have been obtained at a public sale, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Each Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days’ notice to make disposition such Pledgor of the Collateral within a period time and place of any public sale or of the time after which does not permit the giving of notice any private sale or other intended disposition is to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as take place shall be reasonably practicable in view commercially reasonable notification of such mandatory requirements matters. No notification need be given to any Pledgor if it has signed, after the occurrence of applicable lawan Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Each Assignor Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Pledgor’s reasonable expense.
Appears in 2 contracts
Samples: Indenture (Coinmach Service Corp), Security Agreement (Coinmach Service Corp)
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 ten (10) days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (by bidding in the Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (National Tobacco Co Lp), Security Agreement (National Tobacco Co Lp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral or any portion thereof repossessed by the Collateral Agent under or pursuant to Section 7.1 6.01 hereof and any other Collateral or any portion thereof whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, for cash, on credit or for future delivery at such time or times, at such place or places (including, without limitation, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere), at such price or prices and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any reasonable irrespective of the Collateral may be sold, leased or otherwise disposed of, in impact of any such sales on the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense market price of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableCollateral. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 6.02 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable required by such applicable law and such notice shall be deemed reasonable and proper if given in view writing at least ten (10) days before such disposition. Upon any sale or other disposition of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under judicial proceeding), the receipt of the Collateral Agent or of the officer making such sale or disposition shall be sufficient discharge to the purchaser or purchasers of the Collateral so sold or disposed and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Collateral Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and its doing so shall not be considered adversely to affect the commercial reasonableness of such mandatory requirements sale or other disposition. If the Collateral Agent sells any of applicable lawthe Collateral upon credit, the Assignors will be credited only with payment actually made by the purchaser, received by the Collateral Agent and applied in accordance with Section 6.04 hereof. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the same, subject to the same rights and duties set forth herein. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Collateral and Guaranty Agreement (Pennymac Financial Services, Inc.), Collateral and Guaranty Agreement (Pennymac Financial Services, Inc.)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (Tristar Aerospace Co), Security Agreement (Maple Leaf Aerospace Inc)
Remedies; Disposition of the Collateral. If In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49), subject to the Credit Agreement, and subject to any Intercreditor Agreement and any Other Intercreditor Agreement, and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by :
(i) (A) the Collateral Agent may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, and all the rights and remedies of a secured party on default under the UCC at the time of such Event of Default, and the Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Collateral or pursuant to Section 7.1 hereof and any other Collateral whether part thereof in one or not so repossessed by more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, may be soldfor cash, assigned, leased on credit or otherwise disposed of under one or more contracts or as an entiretyfor future delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be may deem commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by (B) the Collateral Agent or after any overhaul other Secured Party may be the purchasers of any or repair at the expense all of the relevant Assignor which Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent sold at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale, (C) each purchaser at any such sale shall determine acquire the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives, to be commercially reasonable. Any such disposition the fullest extent permitted by law, all rights of redemption, stay 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, (D) each Grantor agrees that, to the extent notice of sale shall be a private sale or other private proceedings permitted required by such requirements shall be made upon not less than 10 law, at least ten (10) days' prior written ’ notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving Borrower of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such any public sale andor the time after which any private sale is to be made shall constitute reasonable notification, in the absence of applicable requirements of law, shall be by public auction (which may, at E) the Collateral Agent's option, Agent shall not be subject obligated to reserve), after publication make any sale of Collateral regardless of notice of such auction sale having been given, (where required by applicable lawF) not less than 10 days prior thereto. The the Collateral Agent may, without notice or publication, may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which it was so adjourned and (G) each Grantor hereby waives, to the sale may be so adjourned. To the full extent permitted by any such requirement of law, any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may bid have been sold at such a private sale was less than the price which might have been obtained at a public sale;
(ii) (A) except as otherwise provided herein, each Grantor hereby waives, to the fullest extent permitted by applicable law: (w) notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and become any such right which such Grantor would otherwise have under law; (x) all damages occasioned by such taking of possession; (y) all other requirements as to the purchaser time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and (z) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law and (B) any sale of, or the grant of options to purchase, or any item other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of any Grantor therein and thereto, and shall be a perpetual bar both at law and in equity against any Grantor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, offered for from, through and under each Grantor; and
(iii) With respect to any Collateral, in connection with any foreclosure, collection, sale in accordance with this Section without accountability or other enforcement of Liens granted to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required in this SGR Security Agreement, each Grantor will reasonably cooperate in good faith with the Collateral Agent in transferring the right to make disposition use such Collateral to any designee of the Collateral within a period Agent that is an air carrier or any other Person otherwise permitted to hold and use properties or rights as such Collateral and will, at the reasonable request of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give and in good faith, continue to operate and manage such Assignor only Collateral and maintain such notice of disposition Grantor’s applicable regulatory licenses with respect to such Collateral until such time as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all designee obtains such other acts licenses and things governmental approvals as may be reasonably necessary to make such sale or sales of all or any portion (in the reasonable opinion of the Collateral valid and binding and in compliance Agent or its designee specified above) advisable to conduct aviation operations with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any respect to such sale or sales, all at such Assignor's expenseCollateral.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (American Airlines Inc)
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Orders and Section 9, then without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof subsection 12.1 or the Orders or otherwise, and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in 77 compliance with any mandatory requirements Requirements of applicable lawLaw, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor the Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers in general circulation in New York City and Houston, Texas. The Collateral Agent maySubject to subsection 12.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Agent on behalf of the Lenders and/or the holders of the Notes may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section subsection 12.2 without accountability to the relevant AssignorBorrower or any Guarantor or the Existing Lenders (except to the extent of surplus money received as provided in subsection 12.4). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower or any Guarantor as hereinabove specified, the Collateral Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Guarantee Agreement (Aps Holding Corporation)
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale of the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable lawable how, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant such Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such the relevant Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The thereto in two newspapers in general circulation in the city where such Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedis located. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (by bidding in Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such the relevant Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Security Agreement (Safety Components International Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof hereof, and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the Collateral purchase price by crediting Obligations against the purchase price) of the Collateral, or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If Subject to the Final Order and any other order of the Bankruptcy Court made in the U.S. Cases, if any Noticed Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any (a) Any Collateral repossessed by the Collateral Agent or the Investor, as appropriate, under or pursuant to Section 7.1 hereof 5.02, and any other Collateral whether or not so repossessed by the Collateral AgentAgent or the Investor, may as appropriate, may, subject to Section 5.04, be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent or the Investor, as appropriate, may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or the Investor, as appropriate, or after any overhaul or repair at the expense of the relevant Assignor which that the Collateral Agent or the Investor, as appropriate, shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefortherefore, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Grantor or any nominee of such Assignor the Grantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's or the Investor's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in two newspapers in general circulation in New York City. To the extent permitted by any such requirement of law, the Collateral Agent or the Investor, as appropriate, may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 5.03 without accountability to the relevant AssignorGrantor (except to the extent of surplus money received as provided in Section 5.05). If, under mandatory requirements of applicable law, the Collateral Agent or the Investor, as appropriate, shall be required to make disposition of the Collateral within a period of time which that does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent or the Investor, as appropriate, need give such Assignor the Grantor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees .
(b) With respect to do the Pledged Collateral and subject to the provisions of Section 5.04 hereof, after an Event of Default, the Collateral Agent or cause the Investor, as appropriate, may, at any time or from time to be done all such other acts time, sell, assign and things as may be reasonably necessary deliver, or grant options to make such sale or sales of purchase, all or any portion part of the Pledged Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by the Grantor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Collateral valid Agent or the Investor, as appropriate, in its absolute discretion may determine, provided that at least 10 days' notice of the time and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards place of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale shall be given to the Grantor. The Grantor hereby waives and releases to the fullest extent permitted by law any right or salesequity of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all at rights, if any, of marshaling the Pledged Collateral and any other security for the Obligations or otherwise. At any such Assignor's expensesale, unless prohibited by applicable law, the Collateral Agent or the Investor, as appropriate, may bid for and purchase all or any part of the Pledged Collateral so sold free from any such right or equity of redemption. The Collateral Agent or the Investor, as appropriate, shall not be liable for failure to collect or realize upon any or all of the Pledged Collateral or for any delay in so doing nor shall it be under any obligation to take any action whatsoever with regard thereto.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed --------------------------------------- by the Collateral Canadian Administrative Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Canadian Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Canadian Administrative Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Canadian Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Canadian Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 15 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefortherefor and such other matters as required by applicable law, and shall be subject, for the 10 15 days after the giving of such notice, to the right of the relevant Assignor, any nominee of the Assignor or any nominee of such Assignor other Person provided under applicable law to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 15 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Canadian Administrative Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 15 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedMunicipality of Metropolitan Toronto. To the extent permitted by any such requirement of law, the Collateral Canadian Administrative Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Canadian Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Canadian Administrative Agent need give such the Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Credit Agreement (Pierce Leahy Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale of the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.sale
Appears in 1 contract
Samples: Security Agreement (Transworld Home Healthcare Inc)
Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Interim Order (or the Final Order, then as applicable) or Section 7, without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof 10.1 or the Interim Order (or the Final Order, as applicable) or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Administrative Agent may, in compliance with any mandatory requirements Requirements of applicable lawLaw, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor the Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in USA Today and The Wall Street Journal, National Edition. The Collateral Agent maySubject to Section 10.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders or any Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 10.2 without accountability to the relevant AssignorBorrower or any Guarantor (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 1 contract
Samples: Term Loan, Revolving Credit, Guarantee and Security Agreement (Mississippi Chemical Corp /MS/)
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of a Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 daysten (10) Business Days' prior written notice to the relevant Assignor Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days ten (10) Business Days after the giving of such notice, to the right of the relevant Assignor Debtor or any nominee of such Assignor Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 daysten (10) Business Days' prior written notice to the relevant Assignor Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent, on behalf of itself and/or in its capacity as Collateral Agent under the Intercreditor Agreement, may bid for and become the purchaser (by bidding in the Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorDebtor (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent need give such Assignor Debtor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Samples: Security Agreement (Vertis Inc)
Remedies; Disposition of the Collateral. (i) If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, and to the extent not in violation of applicable law, including the Federal Aviation Act, and subject to the approval of the DOT or its successor or nominee, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in all relevant jurisdictions at the time of such Event of Default, and the Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Collateral or pursuant to Section 7.1 hereof and any other Collateral whether part thereof in one or not so repossessed by more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, may be soldfor cash, assigned, leased on credit or otherwise disposed of under one or more contracts or as an entiretyfor future delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be may deem commercially reasonable. Any To the extent not inconsistent with the Federal Aviation Act and the DOT requirements and any additional requirements of the Collateral may be soldapplicable Governmental Authorities and/or airport authorities, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul other Secured Creditor may be the purchasers of any or repair at the expense all of the relevant Assignor which Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent sold at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser at any such sale shall determine acquire the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives, to be commercially reasonablethe fullest extent permitted by law, all rights of redemption, stay 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. Any such disposition which The Pledgor agrees that, to the extent notice of sale shall be a private sale or other private proceedings permitted required by such requirements shall be made upon not less than 10 law, at least ten days' prior written ’ notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving Pledgor of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such any public sale and, in or the absence of applicable requirements of law, time after which any private sale is to be made shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretoconstitute reasonable notification. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To The Pledgor hereby waives, to the full extent permitted by any such requirement of law, any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may bid have been sold at such a private sale was less than the price which might have been obtained at a public sale.
(ii) Except as otherwise provided herein, the Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and become any such right which the purchaser Pledgor would otherwise have under law, and the Pledgor hereby further waives to the fullest extent permitted by applicable law: (a) all damages occasioned by such taking of possession; (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees Any sale of, or the grant of options to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all purchase, or any portion other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Collateral valid Pledgor therein and binding thereto, and shall be a perpetual bar both at law and in compliance with equity against the Pledgor and against any and all applicable lawsPersons claiming or attempting to claim the Collateral so sold, regulationsoptioned or realized upon, ordersor any part thereof, writsfrom, injunctions, decrees or awards of any through and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expenseunder the Pledgor.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: u.s. Security Agreement (Williams Scotsman of Canada Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Secured Party under or pursuant to Section 7.1 6.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentSecured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any taking into consideration the mandatory requirements of applicable lawthe UCC that the purchase price paid for such Collateral not fall "significantly below" the range of prices a third party would pay in a commercially reasonable foreclosure sale, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Secured Party or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Secured Party shall determine to be commercially reasonable; however, the Secured Party shall have no obligation to clean up or otherwise prepare the Collateral for such sale, lease or disposition. The Secured Party may specifically disclaim any warranties of title and the like. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Debtor and all debtors (if any) of the Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Debtor or any nominee of such Assignor the Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Debtor specifying the time and place of such sale and, in the absence of applicable requirements of lawApplicable Law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), ) after publication of notice of such auction (where required by applicable law) not less than 10 days day's prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in a newspaper in general circulation. To the extent permitted by any such requirement of lawApplicable Law, the Collateral Agent Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorDebtor (except to the extent of surplus money received). If the Secured Party sells or disposes of any of the Collateral upon credit, the Debtor will be credited only with payments actually made by the purchaser and received by the Secured Party on such Collateral and applied to the indebtedness of such purchaser. In the event that such purchaser fails to pay for the Collateral, the Secured Party may resell or re-dispose of such Collateral and the Debtor shall be credited with the proceeds of such resale or re-disposition. If, under mandatory requirements of applicable lawApplicable Law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor the Debtor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Administrative Agent under or pursuant may from time to Section 7.1 hereof time exercise in respect of the Collateral, in addition to other rights and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased remedies provided for herein or otherwise disposed of under one or more contracts or as an entiretyavailable to it, and without to the necessity of gathering at the place of sale the property to be sold, and extent not in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements violation of applicable law, determine including Title 14 and Title 49, and subject to the approval of the DOT and/or the FAA or their successor or nominee, all the rights and remedies of a secured party on default under the UCC in effect in all relevant jurisdictions at the time of such Event of Default, and the Administrative Agent may also in its sole discretion, without notice except as specified below and as may be required by applicable law, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Administrative Agent may deem commercially reasonable. Any To the extent not inconsistent with Title 49 and the DOT or FAA requirements and any additional requirements of the applicable Governmental Authorities, Foreign Aviation Authorities and/or Airport Authorities, the Administrative Agent or any other Secured Party may be the purchasers of any or all of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after at any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subjectentitled, for the 10 days after purpose of bidding and making settlement or payment of the giving purchase price for all or any portion of the Collateral sold at such noticesale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of the Pledgors, and each Pledgor hereby waives, to the right fullest extent permitted by law, all rights of redemption, stay or appraisal which it now has or may at any time in the relevant Assignor future have under any rule of law or any nominee statute now existing or hereafter enacted. Each Pledgor agrees that, to the extent notice of such Assignor to acquire the Collateral involved at a price or for such other consideration sale shall be required by law, at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying such Pledgor of the time and place of such any public sale and, in or the absence time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication regardless of notice of such auction (where required by applicable law) not less than 10 days prior theretosale having been given. The Collateral Administrative Agent may, without notice or publication, may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To Each Pledgor hereby waives, to the fullest extent permitted by any such requirement of law, any claims against the Collateral Administrative Agent may bid for and become the purchaser arising by reason of the fact that the price at which any Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all have been sold at such Assignor's expensea private sale was less than the price which might have been obtained at a public sale.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Delta Air Lines Inc /De/)
Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, and be continuingsubject to applicable provisions of the Orders, then without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral General Administrative Agent under or pursuant to Section 7.1 hereof 6.1 or the Orders or otherwise, and any other Collateral whether or not so repossessed by the Collateral General Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral General Administrative Agent may, in compliance with any mandatory requirements Requirements of applicable lawLaw, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral General Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral General Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantors specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Grantors or any nominee of such Assignor thereof to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantors specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral General Administrative Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers of national circulation. The Collateral General Administrative Agent may, without notice or publication, adjourn any public or private sale or cause on behalf of the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent Lenders may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorGrantors (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral General Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower or Guarantors as hereinabove specified, the Collateral General Administrative Agent need give such Assignor the Borrower and Guarantors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Purchaser under or pursuant to Section 7.1 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentPurchaser, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Purchaser may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Purchaser or after any overhaul or repair at the expense of the relevant Assignor each Debtor which the Collateral Agent Purchaser shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor each Debtor or any nominee of such Assignor each Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified, but in no event in an amount greater than the Obligations then outstanding and provision for any contingent Obligations reasonably acceptable to the Purchaser. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's Purchaser’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in Orange County, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCalifornia. To the extent permitted by any such requirement of law, the Collateral Agent Purchaser may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorDebtors. If, under mandatory requirements of applicable law, the Collateral Agent Purchaser shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtors as hereinabove specified, the Collateral Agent Purchaser need give such Assignor the Debtors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Interim Order (or the Final Order, then as applicable) or Section 9, without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof subsection 12.1 or the Interim Order (or the Final Order, as applicable) or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent maycommercially reasonable terms, in compliance with any mandatory requirements Requirements of applicable law, determine to be commercially reasonableLaw. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor the Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in USA Today and The Wall Street Journal, National Edition. The Collateral Agent maySubject to subsection 12.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders or any Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section subsection 12.2 without accountability to the relevant AssignorBorrower, any Guarantor or the Prepetition Secured Parties (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by disposition, effected in accordance with the applicable requirements (in each case if and to the extent applicable) of Sections 9-610 through 9-613 of the UCC and/or such other mandatory requirements shall be made upon not less than of applicable law as may apply to the respective disposition, provided that at least 10 days' prior days written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of any such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at given to the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective Assignor. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Security Agreement (Dominos Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Lender under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentLender, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Lender may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Lender or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Lender shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentLender's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent Lender shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent Lender need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Credit Agreement (Agency Com LTD)
Remedies; Disposition of the Collateral. (a) If any an Event of Default shall have has occurred and be is continuing, then any Collateral Collateral, whether or not repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent3.1, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of any applicable law, determine to be commercially reasonable. Any of , as fully and completely as though the Collateral may Agent were the absolute owner thereof.
(b) Subject to subsection (a) of this Section 3.2, any Collateral may, upon the occurrence and during the continuance of an Event of Default, be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Agent, upon consultation with such Persons, including independent consultants and engineers, as it shall deem appropriate, shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 daysten (10) Business Days' prior written notice to the relevant Assignor Company specifying the time at which such disposition is to be made and the intended sale price or other consideration thereforand, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any if such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor sale, specifying the time and place of such sale. Any such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to may be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To the extent permitted by The Company hereby waives any such requirement of law, claims against the Collateral Agent arising by reason of the fact that the price at which Collateral may bid for and become have been sold at a private sale was less than the purchaser price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received or does not offer the Collateral to more than one offeree. All fees of the Collateral Agent and all expenses (including court costs and reasonable attorneys' fees, expenses and disbursements) of, or incident to, the enforcement of any item thereof, offered for of the provisions hereof shall be recoverable from the proceeds of the sale in accordance with or other disposition of the Collateral.
(c) The Collateral Agent may dispose of the Collateral under subsection (b) of this Section 3.2 without accountability giving any warranties as to the relevant AssignorCollateral. If, under mandatory requirements of applicable law, the The Collateral Agent shall be required may disclaim warranties relating to make title, possession, quiet enjoyment, and the like. Such a disclaimer will not affect the commercial reasonableness of such disposition.
(d) The Collateral Agent will comply with any applicable state or federal law requirements in connection with the disposition of the Collateral within under subsection (b) of this Section 3.2. Such a period of time which does compliance will not permit affect the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view commercial reasonableness of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensedisposition.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant such Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent and the Secured Creditors may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove herein above specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Security Agreement (Universal Compression Holdings Inc)
Remedies; Disposition of the Collateral. If any (i) The Collateral Agent may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it and to the extent not in violation of applicable law, including the Federal Aviation Act, and subject to the approval of the DOT or its successor or nominee, all the rights and remedies of a secured party on default under the Uniform Commercial Code (the "Code") in effect in all relevant jurisdictions at the time of an Event of Default shall have occurred Default, and be continuing, then any Collateral repossessed by the Collateral Agent under may also in its sole discretion, without notice except as specified below, sell the Collateral or pursuant to Section 7.1 hereof and any other Collateral whether part thereof in one or not so repossessed by more parcels at public or private sale, at any exchange, broker's board or at any of the Collateral Agent's offices or elsewhere, may be soldfor cash, assigned, leased on credit or otherwise disposed of under one or more contracts or as an entiretyfor future delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be may deem commercially reasonable. Any of To the Collateral may be soldextent not inconsistent with the Federal Aviation Act and the FAA requirements, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul other Secured Creditor may be the purchasers of any or repair at the expense all of the relevant Assignor which Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent sold at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser at any such sale shall determine acquire the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives, to be commercially reasonablethe fullest extent permitted by law, all rights of redemption, stay 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. Any such disposition which The Pledgor agrees that, to the extent notice of sale shall be a private sale or other private proceedings permitted required by such requirements shall be made upon not less than 10 law, at least ten days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving Pledgor of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such any public sale and, in or the absence of applicable requirements of law, time after which any private sale is to be made shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretoconstitute reasonable notification. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To The Pledgor hereby waives, to the full extent permitted by any such requirement of law, any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may bid have been sold at such a private sale was less than the price which might have been obtained at a public sale.
(ii) Except as otherwise provided herein, the Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent's taking possession or the Collateral Agent's disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and become any such right which the purchaser Pledgor would otherwise have under law, and the Pledgor hereby further waives to the fullest extent permitted by applicable law:
(a) all damages occasioned by such taking of possession; (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent's rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees Any sale of, or the grant of options to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all purchase, or any portion other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Collateral valid Pledgor therein and binding thereto, and shall be a perpetual bar both at law and in compliance with equity against the Pledgor and against any and all applicable lawsPersons claiming or attempting to claim the Collateral so sold, regulationsoptioned or realized upon, ordersor any part thereof, writsfrom, injunctions, decrees or awards of any through and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expenseunder the Pledgor.
Appears in 1 contract
Remedies; Disposition of the Collateral. (i) If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, and to the extent not in violation of applicable law, including the Federal Aviation Act, and subject to the approval of the DOT or its successor or nominee, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in all relevant jurisdictions at the time of such Event of Default, and the Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Collateral or pursuant to Section 7.1 hereof and any other Collateral whether part thereof in one or not so repossessed by more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, may be soldfor cash, assigned, leased on credit or otherwise disposed of under one or more contracts or as an entiretyfor fixture delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be may deem commercially reasonable. Any To the extent not inconsistent with the Federal Aviation Act and the DOT requirements and any additional requirements of the Collateral may be soldapplicable Governmental Authorities and/or airport authorities, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul other Secured Creditor may be the purchasers of any or repair at the expense all of the relevant Assignor which Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent sold at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser at any such sale shall determine acquire the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives, to be commercially reasonablethe fullest extent permitted by law, all rights of redemption, stay 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. Any such disposition which The Pledgor agrees that, to the extent notice of sale shall be a private sale or other private proceedings permitted required by such requirements shall be made upon not less than 10 law, at least ten days' prior written ’ notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving Pledgor of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such any public sale and, in or the absence of applicable requirements of law, time after which any private sale is to be made shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretoconstitute reasonable notification. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To The Pledgor hereby waives, to the full extent permitted by any such requirement of law, any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may bid have been sold at such a private sale was less than the price which might have been obtained at a public sale.
(ii) Except as otherwise provided herein, the Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and become any such right which the purchaser Pledgor would otherwise have under law; and the Pledgor hereby further waives to the fullest extent permitted by applicable law: (a) all damages occasioned by such taking of possession; (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees Any sale of, or the grant of options to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all purchase, or any portion other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Collateral valid Pledgor therein and binding thereto, and shall be a perpetual bar both at law and in compliance with equity against the Pledgor and against any and all applicable lawsPersons claiming or attempting to claim the Collateral so sold, regulationsoptioned or realized upon, ordersor any part thereof, writsfrom, injunctions, decrees or awards of any through and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expenseunder the Pledgor.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's Agents option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in the City of New York and Charlotte, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedNorth Carolina. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Interim Order (or the Final Order, then as applicable) or Section 7, without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof 10.1 or the Interim Order (or the Final Order, as applicable) or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Administrative Agent may, in compliance with any mandatory requirements Requirements of applicable lawLaw, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor the Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in USA Today and The Wall Street Journal, National Edition. The Collateral Agent maySubject to Section 10.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders or any Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 10.2 without accountability to the relevant AssignorBorrower, any Guarantor or the Prepetition Secured Parties (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 1 contract
Samples: Revolving Credit, Guarantee and Security Agreement (Superior Telecom Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements re quirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements require ments shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of Chicago. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory man datory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Security Agreement (Communications Instruments Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableAgent. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice (which notice shall be deemed reasonable) to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice (which notice shall be deemed reasonable) to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Credit Agreement (Eldertrust)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent Assignee under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentAssignee, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Assignee may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Assignee or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Assignee shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentAssignee's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent Assignee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent Assignee may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent Assignee shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent Assignee need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Credit Agreement (Emcore Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed --------------------------------------- by the Collateral Agent Secured Party under or pursuant to Section 7.1 hereof 6.1, and any other Collateral ----------- whether or not so repossessed by the Collateral AgentSecured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Secured Party or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Secured Party shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Grantor or any nominee of such Assignor the Grantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in two newspapers in general circulation in Southern California. To the extent permitted by any such requirement of law, the Collateral Agent Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 6.2 without accountability to the relevant AssignorGrantor (except to the extent of ----------- surplus money received as provided in Section 6.4). If, under mandatory ----------- requirements of applicable law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor the Grantor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof 4.1 and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor such Grantor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor such Grantor or any nominee of such Assignor Grantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor such Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in the City of New York as well as the City of Syracuse, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedNew York. To the extent permitted by any such requirement of law, any of the Collateral Agent Secured Parties may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to such Grantor. In the relevant Assignorpayment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Obligations which would be payable to it in accordance with the terms and provisions of the Credit Agreement, and any such purchaser may deliver notes, claims for interest, or claims for other payment with respect to such Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor such Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor Such Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such AssignorGrantor's expense.
Appears in 1 contract
Samples: Security and Collateral Agreement (Penn Traffic Co)
Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Final Borrowing Order, then without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof 8.03 or the Final Borrowing Order or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent maycommercially reasonable terms, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such applicable requirements of law shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor the Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such applicable requirements of law shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements requirement of law, shall be by public auction (which may, at the Collateral Administrative Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in USA Today and The Wall Street Journal, National Edition. The Collateral Agent maySubject to Section 8.03, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Administrative Agent on behalf of the Lenders or any Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 8.04 without accountability to the relevant AssignorBorrower. If, under mandatory requirements of applicable law, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 1 contract
Samples: Dip Credit Agreement
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed or controlled by the Collateral Agent SAG-AFTRA under or pursuant to Section 7.1 hereof Paragraph 5(a) above, and any other Collateral whether or not so repossessed or controlled by the Collateral Agent, SAG-AFTRA may be sold, assigned, leased leased, licensed, or otherwise disposed of by SAG-AFTRA under one or more contracts contracts, by territory, by media, or as an entirety, and without gathering the necessity of gathering property to be sold at the place of sale the property to be soldsale, and in general in such a manner, at such a time or times, at such a place or places and on such terms as the Collateral Agent that SAG- AFTRA may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any S A M P L E
(i) If an Event of Default occurs, SAG-AFTRA is entitled to sell, or license, lease, grant distribution rights in any of the Collateral may be soldCollateral, leased or otherwise disposed ofin a commercially reasonable manner, and in the condition in which the same existed when taken by the Collateral Agent SAG-AFTRA or after any overhaul completion, editing, overhaul, or repair at the expense of the relevant Assignor which the Collateral Agent shall determine SAG-AFTRA determines to be commercially reasonablereasonable subject to any non-disturbance agreement between SAG- AFTRA and any distributor relating to the Picture. Any such disposition which shall be a private sale or other private proceedings permitted like disposition of the Collateral by such requirements SAG-AFTRA, other than a grant of distribution rights undertaken by SAG-AFTRA required solely to preserve the value of the Collateral (in which case, SAG-AFTRA shall give Producer at least two (2) days prior written notice of that transfer), shall be made upon not less than 10 days' prior ten (10) business days written notice to the relevant Assignor Producer (which Producer acknowledges is a commercially reasonable period of time) specifying the time at date on or after which such the private sale or other like disposition is to be made and the intended occur. Any public sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such like disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ten (10) business days written notice to the relevant Assignor Producer (which Producer acknowledges is a commercially reasonable period of time) specifying the time date, time, and place of such the sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), and after publication of notice of such auction (where the sale as required by under applicable law) not less than 10 days prior thereto. The Collateral Agent SAG-AFTRA may, without notice or publicationin its discretion, establish reserves and minimum bids at any public sale, and adjourn any public or private sale or cause the same to be adjourned from time to time by without notice other than oral announcement at the time and place fixed scheduled for the that sale, and such sale may be made at any time or place . If applicable law requires SAG-AFTRA to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition dispose of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Producer as hereinabove specifiedspecified above, the Collateral Agent SAG-AFTRA need give such Assignor Producer only such notice of disposition as shall be is reasonably practicable in view of such mandatory requirements of the applicable law. Each Assignor agrees to do .
(ii) SAG-AFTRA may, directly or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or through any portion affiliate, purchase any of the Collateral valid and binding and in compliance with at any and all public disposition and, if permissible under applicable lawslaw, regulations, orders, writs, injunctions, decrees at any private disposition of the Collateral.
(iii) Any sale or awards other disposition of the Collateral does not relieve Producer of any and liability Producer may have if any Collateral is defective as to title, physical condition, or otherwise at the time of sale.
(iv) As a condition of any sale, SAG-AFTRA may (but is not obligated to) require each purchaser to assume in writing the obligation to pay all courtsadditional compensation arising from purchaser's distribution, arbitrators exhibition, or governmental instrumentalitiesexploitation of the Picture payable under the applicable Basic Agreement of any guild holding a security interest in the Collateral. S A M P L E
(v) Notwithstanding anything to the contrary in Paragraph 5(b)(i) above, domestic SAG-AFTRA's rights under this Security Agreement are not subject to any non-disturbance provisions referenced therein if the distributor is the Producer, affiliated with the Producer, or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensethe distributor has entered into a security agreement with SAG-AFTRA relating to the Collateral.
Appears in 1 contract
Samples: Security Agreement
Remedies; Disposition of the Collateral. If Subject to the terms of the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Second-Lien Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Second-Lien Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Second-Lien Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Second-Lien Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Second-Lien Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Second-Lien Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Second-Lien Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Second-Lien Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Second-Lien Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Security Agreement (RCN Corp /De/)
Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred (and be continuingafter notice of such Event of Default, then if required under the Orders), and to the extent permitted by the Interim Order (or the Final Order, as applicable) or Article XI, without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof 12.1 or the Interim Order (or the Final Order, as applicable) or any other Loan Document, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent maycommercially reasonable terms, in compliance with any mandatory requirements Requirements of applicable law, determine to be commercially reasonableLaw. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor the Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in USA Today and The Wall Street Journal, National Edition. The Collateral Agent maySubject to Section 12.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders or any Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 12.2 without accountability to the relevant AssignorBorrower or any Guarantor. If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Guarantee Agreement (Us Concrete Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Lender under or pursuant to Section 7.1 hereof 7.1, and any other Collateral whether or not so repossessed by the Collateral AgentLender, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Lender may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Lender or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Lender shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 days' prior written notice to any of the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Assignors or any nominee of such Assignor the Assignors to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to any of the relevant Assignor Assignors specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentLender's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in Knoxville, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedTennessee. To the extent permitted by any such requirement of law, the Collateral Agent Lender and/or the holders of the Notes may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to any of the relevant AssignorAssignors (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent Lender shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to any of the relevant Assignor Assignors as hereinabove specified, the Collateral Agent Lender need give such Assignor the Assignors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral Collateral, whether or not so repossessed by the Collateral Agent, may may, during the continuance of an Event of Default, be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may may, during the continuance of an Event of Default, be sold, leased or otherwise disposed of, in one or more parcels at public or private sale in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor for cash, on credit or for future delivery, and at such price or prices and upon such other terms which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser of the Collateral or any item thereof, thereof offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.5). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense. Each Assignor acknowledges and agrees that, to the extent notice of sale or other disposition of Collateral shall be required by law, ten (10) days’ prior notice to such Assignor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Assignor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of a Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent Secured Party under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agentsuch Secured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent applicable Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Secured Party or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent such Secured Party shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 daysten (10) Business Days' prior written notice to the relevant Assignor Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days ten (10) Business Days after the giving of such notice, to the right of the relevant Assignor Debtor or any nominee of such Assignor Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 daysten (10) Business Days' prior written notice to the relevant Assignor Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's Secured Party’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in two newspapers in general circulation in New Jersey. To the extent permitted by any such requirement of law, the Collateral Agent Secured Party on behalf of itself may bid for and become the purchaser (by bidding in the Obligations (as to the Collateral), or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorDebtor (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor Debtor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Security Agreement (Mobilepro Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 6.1 hereof and any other Collateral Collateral, whether or not so repossessed by the Collateral AgentAgent pursuant to Section 6.1 hereof, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, for cash, credit or any combination thereof and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor, which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is other mandatory requirements of applicable law as may Table of Contents apply to be made and the intended sale price or other consideration therefor, and such disposition. The Collateral Agent shall be subject, for the 10 days after the giving of such notice, to have the right of the relevant Assignor or to conduct such sales on any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretoGrantor’s premises without charge. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 6.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor Grantor agrees that 10 days’ prior notice of any proposed sale or other disposition of Collateral by the Collateral Agent shall be reasonable. Each Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense. The Collateral Agent, for the benefit of the Secured Creditors, is hereby granted an irrevocable fully paid license or other right (including each Grantor’s rights under any license or any franchise agreement), each of which shall remain in full force and effect until the Termination Date, to use, without charge, each of the labels, patents, copyrights, names, trade secrets, trade names, trademarks and advertising matter, or any property of similar nature owned or licensed by any Grantor, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose under this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. The Collateral Agent may obtain a court order from any court of competent jurisdiction ordering the assignment of Government Accounts directly to the Collateral Agent pursuant to Section 6.1. To the fullest extent permitted by applicable law, any sale pursuant to, and in compliance with, the provisions of this Section 6.2 shall be deemed to conform to the commercially reasonable standards as provided in Sections 9-610(b) of the New York UCC or its equivalent in other jurisdictions.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Subject to the intercreditor provisions set forth in the Primary DIP Facility Orders, upon the occurrence and during the continuance of an Event of Default Default, and to the extent not inconsistent with the Orders and Article IX (including the requirement thereunder that the Administrative Agent shall have occurred provide the Borrower (with a copy to the Primary DIP Facility Agent and be continuingthe counsel for any statutory committee of unsecured creditors appointed in the Cases and to the United States Trustee in the Cases) with five Business Days' written notice prior to the taking of any such action), then without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof 10.1 or the Orders or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property Property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Administrative Agent may, in compliance with any mandatory requirements Requirements of applicable lawLaw, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower and the Subsidiary Guarantors specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower, the Subsidiary Guarantors or any nominee of such Assignor thereof to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower and the Subsidiary Guarantors specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers in general circulation in New York, New York and Chicago, Illinois. The Collateral Agent maySubject to Section 10.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorBorrower, the Subsidiary Guarantors or the Prepetition Secured Lenders (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower or Subsidiary Guarantors as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower and Subsidiary Guarantors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof 5.01 herein, and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entiretycontracts, and without the necessity of gathering at the place of sale of the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent or after any processing, manufacturing, overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor. Unless specified otherwise in another Loan Document with respect to such Collateral, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 ten (10) days prior theretothereto in at least two (2) newspapers in general circulation in the location where such Collateral is located or where it is customary to advertise auctions of such a type. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of all of the Secured Parties may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 5.02 without accountability to the relevant AssignorBorrower (except to the extent of surplus money received as provided in Section 5.04 herein). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Uncommitted Revolving Credit Agreement (Tesoro Corp /New/)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which that shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental -13- 15 instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Security Agreement (Scot Inc)
Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Orders and Section 7, then without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Agent Lender under or pursuant to Section 7.1 hereof 8.1 or the Orders or otherwise, and any other Collateral whether or not so repossessed by the Collateral AgentLender, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property Property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Lender may, in compliance with any mandatory requirements Requirements of applicable lawLaw, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Lender or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Lender shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 15 days' prior written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 15 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor the Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 15 days' prior written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral AgentLender's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers in general circulation in USA Today and The Wall Street Journal, National Edition. The Collateral Agent maySubject to Section 8.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Agent Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 8.2 without accountability to the relevant AssignorBorrower, (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Agent Lender shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Agent Lender need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 1 contract
Samples: Debt Term Credit and Security Agreement (Williams Communications Group Inc)
Remedies; Disposition of the Collateral. (i) If any Event of Default shall have occurred and be continuing, the Collateral Trustee may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, and to the extent not in violation of applicable law, including Title 49, and subject to the approval of the DOT or its successor or nominee, all the rights and remedies of a secured party on default under the UCC in effect in all relevant jurisdictions at the time of such Event of Default, and the Collateral Trustee may also in its sole discretion, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Trustee may deem commercially reasonable. To the extent not inconsistent with Title 49 and the DOT or FAA requirements and any additional requirements of the applicable Governmental Authorities and/or Airport Authorities, the Collateral Trustee or any other Priority Lien Secured Party may be the purchasers of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at such sale, to use and apply any of the Priority Lien Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay 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. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Trustee 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. The Pledgor hereby waives, to the full extent permitted by law, any claims against the Collateral Trustee arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale.
(ii) Except as otherwise provided herein, the Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Trustee’s taking possession or the Collateral Trustee’s disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the Pledgor would otherwise have under law; and the Pledgor hereby further waives to the fullest extent permitted by applicable law: (a) all damages occasioned by such taking of possession; (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Trustee’s rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against the Pledgor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the Pledgor.
(iii) If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed Trustee may use the blank, undated, signed Japan Route FAA Slot transfer documents held by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned it from time to time by announcement (substantially in the form of Exhibit A hereto) as a means to effectuate a transfer as contemplated herein, subject in each case to applicable law.
(iv) In connection with any foreclosure, collection, sale or other enforcement of Liens granted to the Collateral Trustee in this Agreement, the Pledgor will cooperate in good faith with the Collateral Trustee or its designee in obtaining all regulatory licenses, consents and other governmental approvals necessary or (in the opinion of the Collateral Trustee or its designee) desirable to conduct all aviation operations with respect to the Collateral and will, at the request of the Collateral Trustee and in good faith, continue to operate and manage the Collateral and maintain all applicable regulatory licenses with respect to the Collateral until such time as the Collateral Trustee or its designee obtain such licenses, consents and place fixed for the saleapprovals, and at such sale may be made at time the Pledgor will cooperate in good faith with the transition of the aviation operations with respect to the Collateral to any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of lawnew aviation operator (including, without limitation, the Collateral Agent may bid for and become the purchaser of the Collateral Trustee or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expenseits designee).
Appears in 1 contract
Samples: Priority Lien Security Agreement (United Air Lines Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Secured Party under or pursuant to Section 7.1 4.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentSecured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableSecured Party. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Grantor or any nominee of such Assignor the Grantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days day's prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in a newspaper in general circulation in New York City. To the extent permitted by any such requirement of law, the Collateral Agent Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorGrantor (except to the extent of surplus money received as provided in Section 4.4 hereof). If, under mandatory requirements of applicable law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor the Grantor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Receivables Security Agreement (Cosmetic Sciences Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant respective Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant such Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant respective Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent and the Secured Parties may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant respective Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant respective Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Designated Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Debtor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.this
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of a Noticed Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 ten (10) days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in one newspaper in general circulation in the City of New York and one newspaper in general circulation in Winston Salem, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedNorth Carolina. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (by bidding in the Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor As xxxxxx or any nominee of such the Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements require ments of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, each of the Collateral Agent and each of the Secured Creditors (i) may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor and (ii) may use and apply any of the Obligations owed to it (or, in the case of Collateral Agent, any or all of the Obligations owed to the Secured Creditors) as a credit on account of the purchase price payable at such sale. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such the Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory man datory requirements of applicable law. Each The Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral Col lateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such the Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, continuing then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as are commercially reasonable and the Collateral Agent may, Assignors hereby acknowledge and agree that any sale or disposition hereunder or in compliance with any mandatory requirements of applicable law, determine to be connection herewith shall constitute a commercially reasonablereasonable sale or disposition. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which and the Collateral Agent shall determine have no liability or responsibility for the value received for any Collateral sold or disposed of, regardless of the fair market value of such Collateral prior to be commercially reasonablesuch sale or disposition. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Purchaser under or pursuant to Section 7.1 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentPurchaser, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Purchaser may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Purchaser or after any overhaul or repair at the expense of the relevant Assignor each Debtor which the Collateral Agent Purchaser shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor each Debtor or any nominee of such Assignor each Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified, but in no event in an amount greater than the Obligations then outstanding and provision for any contingent Obligations reasonably acceptable to the Purchaser. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's Purchaser’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in Los Angeles, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCalifornia. To the extent permitted by any such requirement of law, the Collateral Agent Purchaser may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorDebtors. If, under mandatory requirements of applicable law, the Collateral Agent Purchaser shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtors as hereinabove specified, the Collateral Agent Purchaser need give such Assignor the Debtors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the First-Lien Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the First-Lien Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the First-Lien Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the First-Lien Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the First-Lien Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior days written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the First-Lien Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedFirst-Lien Collateral Agent. To the extent permitted by any such requirement of law, the First-Lien Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the First-Lien Collateral Agent shall be required to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the First-Lien Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
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Samples: Security Agreement (EnerSys)
Remedies; Disposition of the Collateral. If any Designated Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
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Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Orders and Section 9 (including, then without limitation, the final proviso to Section 9, as if references therein to the DIP Agent refer to the DIP Collateral Agents), without application to or order of the Bankruptcy Courts, any Collateral repossessed by the DIP Collateral Agent Agents under or pursuant to Section 7.1 hereof 13.03, and any other Collateral whether or not so repossessed by the DIP Collateral AgentAgents, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the DIP Collateral Agent Agents may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, assigned, leased or otherwise disposed of, in the condition in which the same existed when taken by the DIP Collateral Agent Agents or after any overhaul or repair at the expense of the relevant Assignor which the DIP Collateral Agent Agents shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant applicable Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant such Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the DIP Collateral Agent's Agents' option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice thereto in two newspapers in general circulation in New York City or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedToronto. To the extent permitted by any such requirement of law, the DIP Collateral Agent Agents on behalf of the Lenders and/or the holders of the Revolving Notes may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 13.04 without accountability to any Assignor (except to the relevant Assignorextent of surplus money received as provided in Section 13.06). If, under mandatory requirements of applicable law, the DIP Collateral Agent Agents shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant such Assignor as hereinabove specified, the DIP Collateral Agent Agents need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
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