Remedies in Certain Cases. Due to the variable, uncertain, and unstable nature of citrus markets, and supply of oranges, Supplier and Tropicana recognize and agree that a default or a breach in certain of Supplier’s obligations hereunder will result in damages that are uncertain and not easily susceptible to proof. It is the intent of Supplier and Tropicana to liquidate damages in advance of any such default or breach. Accordingly, if Supplier fails to deliver the oranges to Tropicana, Supplier will pay as liquidated damages and not a penalty, and Tropicana will have the right of set off against any monies owed Supplier for the greatest of:
Remedies in Certain Cases. 5.1 If a Default shall have occurred and is continuing, the Security Agent acting for and on behalf of the Beneficiaries may, without demand of payment or notice of intention and without obtaining any decree, order or authorization of any court, all of which the Shareholder hereby irrevocably waives, immediately or at any other time as the Security Agent shall in its sole discretion determine sell all or any part of the Pledged Collateral at a public sale or (to the fullest extent permitted by law) privately, at such price and upon such other terms and conditions as the Security Agent shall in its sole discretion determine. The Shareholder irrevocably authorizes and empowers the Security Agent to appear wherever necessary, to draw up and to sign deeds of sale and purchase covering the Pledged Collateral and transfer deeds, to receive the proceeds of any sale, to give legal receipt therefor, to apply such proceeds against any and all costs and expenses, including notarial and legal fees, incurred by the Beneficiaries in connection with such sale or otherwise in carrying out the terms of this Share Pledge Agreement, then against the sums due from the Borrower to the Beneficiaries pro-rata under the Facility Agreements and the other Transaction Document in accordance with the Security Sharing Agreement, to turn over to the Shareholder subject to the rights of any third parties any balance of such proceeds remaining after the discharge of all of the aforesaid sums due and payable to the Beneficiaries hereunder or under the other Transaction Document (but without any obligation on the part of the Beneficiaries to pay interest thereon), and in general to do everything necessary or beneficial to pass good title to the Pledged Collateral to the purchaser or purchasers thereof, including any such actions as may be required to acquire from competent authorities consent for the transfer of any Pledged Collateral, to sign and submit applications in connection therewith and to register or cause to be registered the Stock and any other part of the Pledged Collateral being shares of capital stock or other securities, in the name of the purchaser or purchasers thereof on the records of the relevant issuer. The purchaser of any of the Pledged Collateral shall hold the same absolutely free from any claim or right of any kind of the Shareholder including repossession, all of which rights the Shareholder hereby irrevocably waives and releases.
Remedies in Certain Cases. Due to the variable, uncertain, and unstable nature of citrus markets, and supply of oranges, Supplier and Tropicana recognize and agree that a default or a breach in certain of Supplier’s obligations hereunder will result in damages that are uncertain and not easily susceptible to proof. It is the intent of Supplier and Tropicana to liquidate damages in advance of any such default or breach. Accordingly, if Supplier fails to deliver the oranges to Tropicana, Supplier will pay as liquidated damages and not a penalty, and Tropicana will have the right of set off against any monies owed Supplier for the greatest of: (i) the sum of [***] per ninety (90) pound box of oranges not delivered to Tropicana; (ii) [***] of the price, or equivalent other consideration received by Supplier for the transfer, assignment, sale, or delivery of oranges to anyone other than Tropicana; or (iii) the difference between the gross price per pound solid under this Agreement, and the gross price per pound solid of oranges procured by Tropicana to replace the oranges not delivered to Tropicana. In addition to liquidated damages, Tropicana will have the right to terminate this Agreement. In the event of termination, compensation for all oranges that Tropicana would have received from Supplier, up to the approximate volume set forth in Section 1(b), for the remainder of the Term, will be included as liquidated damages. 14.
