Remedies of Secured Party. Upon the occurrence of an Event of Default: (a) Secured Party may, without notice or demand, accelerate the maturity of the Note and declare the entire unpaid principal balance and accrued interest at once due and payable. (b) Secured Party may, at Secured Party's option and at the expense of Debtor, either in Secured Party's own right or in the name of Debtor and in the same manner and to the same extent that Debtor might reasonably so act if this Agreement had not been made, (i) do all things requisite, convenient, or necessary to enforce the performance and observance of all rights, remedies and privileges of Debtor arising from the Collateral, or any part thereof, including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party to or arising from the Collateral; (ii) sue xx otherwise collect and receive money attributable to the Collateral; and (iii) exercise any other lawfully available powers or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted. (c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of the Collateral at public or private sale, in whole or in part, and Secured Party may, in its own name or as the irrevocably appointed attorney-in-fact of Debtor effectively assign and transfer the Collateral, or any part thereof, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor. (d) Any such foreclosure sale may be adjourned from time to time provided that at least ten days notice of the continuation of such sale is given to Debtor. Upon any sale, Secured Party may bid for and purchase the Collateral, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such sale.
Appears in 5 contracts
Samples: Pledge and Security Agreement (Smith Jack T), Pledge and Security Agreement (Mobility Electronics Inc), Pledge and Security Agreement (Internet America Inc)
Remedies of Secured Party. Upon the occurrence of an ------------------------- Event of Default:
(a) Secured Party may, without notice or demand, accelerate the maturity of the Note and declare the entire unpaid principal balance and accrued interest at once due and payable.
(b) Secured Party may, at Secured Party's option and at the expense of Debtor, either in Secured Party's own right or in the name of Debtor and in the same manner and to the same extent that Debtor might reasonably so act if this Agreement had not been made,
(i) do all things requisite, convenient, or necessary to enforce the performance and observance of all rights, remedies and privileges of Debtor arising from the Collateral, or any part thereof, including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party to or arising from the Collateral;
(ii) sue xx xxx or otherwise collect and receive money attributable to the Collateral; and
(iii) exercise any other lawfully available powers or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of the Collateral at public or private sale, in whole or in part, and Secured Party may, in its own name or as the irrevocably appointed attorney-in-fact of Debtor effectively assign and transfer the Collateral, or any part thereof, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor.
(d) Any such foreclosure sale may be adjourned from time to time provided that at least ten days notice of the continuation of such sale is given to Debtor. Upon any sale, Secured Party may bid for and purchase the Collateral, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such sale.
Appears in 5 contracts
Samples: Restricted Stock Agreement (Encore Medical Corp), Restricted Stock Agreement (Encore Medical Corp), Restricted Stock Agreement (Encore Medical Corp)
Remedies of Secured Party. Upon Except to the extent otherwise provided in the Promissory Note, upon the occurrence and during the continuance of an Event of Default:
: (ai) the Secured Party mayshall have with respect to the Collateral, without notice in addition to all other rights hereunder or demandunder any other Loan Document, accelerate the maturity rights and remedies of a secured party under the Note UCC and declare other applicable law; (ii) the entire unpaid principal balance and accrued interest at once due and payable.
(b) Secured Party may, at any time, take possession of the Collateral and keep it on the Debtor's premises, at no cost to the Secured Party, or remove any part of it to such other place or places as the Secured Party may desire, or the Debtor shall, upon the Secured Party's option and demand, at the expense of Debtor's cost, either in assemble the Collateral and make it available to the Secured Party at a place specified by the Secured Party's own right or in the name of Debtor ; and in the same manner and to the same extent that Debtor might reasonably so act if this Agreement had not been made,
(i) do all things requisite, convenient, or necessary to enforce the performance and observance of all rights, remedies and privileges of Debtor arising from the Collateral, or any part thereof, including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party to or arising from the Collateral;
(ii) sue xx otherwise collect and receive money attributable to the Collateral; and
(iii) exercise any other lawfully available powers or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law sell and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of the deliver any Collateral at public or private salesales, in whole for cash, upon credit or in partotherwise, at such prices and upon such terms as the Secured Party maydeems advisable, in its own name sole discretion, and may, if the Secured Party deems it reasonable, postpone or as adjourn any sale of the irrevocably appointed attorney-in-fact Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the Debtor effectively assign and transfer agrees that any notice by the CollateralSecured Party of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to the Debtor if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or any part thereofis delivered personally against receipt, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor.
(d) Any such foreclosure sale may be adjourned from time to time provided that at least ten (10) days notice of prior to such action to the continuation of such sale is given Debtor's address specified in or pursuant to Debtor. Upon any sale, Secured Party may bid for and purchase the Collateral, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such saleSection 7.
Appears in 2 contracts
Samples: Security Agreement (Interiors Inc), Security Agreement (Interiors Inc)
Remedies of Secured Party. (a) Upon the occurrence of an Event of Default:
(a) Secured Party may, without notice or demand, accelerate the maturity of the Note and declare the entire unpaid principal balance and accrued interest at once due and payable.
(b) Default Secured Party may, at Secured Party's option and at the expense of Debtor, either in Secured Party's own right or in the name of Debtor and in the same manner and to the same extent that Debtor might reasonably so act if this Agreement had not been made,its option:
(i) do reduce Secured Party's claim to judgment, foreclose or otherwise enforce Secured Party's security interest in all things requisiteor any part of the Collateral by any available judicial procedure;
(ii) after notification, convenientif any, provided for in clause (b) of this Section 5.2, sell or otherwise dispose of, at the office of Secured Party, or necessary to enforce the performance and observance elsewhere, as chosen by Secured Party, all or any part of all rights, remedies and privileges of Debtor arising from the Collateral, and any such sale or other disposition may be as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part thereof, includingof the Collateral shall not exhaust Secured Party's power of sale, but sales may be made from time to time until all of the Collateral has been sold or until the Secured Obligation has been paid in full), and at any such sale it shall not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party be necessary to or arising from exhibit the Collateral;
(ii) sue xx otherwise collect and receive money attributable to the Collateral; and
(iii) exercise any other lawfully available powers or remediesat its discretion, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law and shall have the immediate right to receivership pending foreclosure, and may upon retain such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose portion of the Collateral at public or private saleas shall aggregate in value to an amount equal to the Secured Obligation, in whole or in part, and satisfaction of the Secured Obligation whenever the circumstances are such that Secured Party may, in its own name or as is entitled to do so under the irrevocably appointed attorney-in-fact of Debtor effectively assign and transfer Uniform Commercial Code applicable hereto (the Collateral, or any part thereof, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor."CODE");
(div) Any such foreclosure sale may be adjourned from time to time provided that at least ten days notice apply by appropriate judicial proceedings for appointment of the continuation of such sale is given to Debtor. Upon any sale, Secured Party may bid a receiver for and purchase the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment;
(v) buy all or any portion of the Collateral at any public sale; or
(vi) buy the Collateral at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations.
(b) Reasonable notification of time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Pledgor and to any other person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) business days prior to the taking of the action to
(c) Because of the Securities Act of 1933, as amended, or other laws or regulations, there may be legal restrictions or limitations affecting Secured Party in any attempts to dispose of all or any portion of the Collateral in the enforcement of its rights and remedies hereunder. For these reasons, Secured Party is hereby authorized by Pledgor, but not obligated, upon compliance with the terms occurrence of sale may hold, retain, possess and any Event of Default hereunder giving rise to Secured Party's rights to sell or otherwise dispose of the Collateral, to sell all or any part of the Collateral at private sale, subject to investment letter or in any manner which will not require the Collateral, or any part thereof, to be registered in accordance with the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, or any other law or regulation, at the best price reasonably obtainable by Secured Party at any such private sale or other disposition in the manner mentioned above. Secured Party is also hereby authorized by Pledgor, but not obligated, to take such actions, give such notices, obtain such consents and do such other things as Secured Party may reasonably deem necessary or appropriate in the event of a private sale or disposition of any of the Collateral. Pledgor clearly understands that Secured Party may in its absolute right without further accountabilitydiscretion approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral, or any part or parts thereof, than would otherwise be obtainable if same were registered and sold in the open market. Pledgor agrees (i) that in the event Secured Party shall, after any Event of Default hereunder, sell the Collateral, or any portion thereof, at such private sale or sales, Secured Party shall have the right to rely upon the advice and opinion of any member firm of a national securities exchange as to the best price reasonably obtainable upon such a private sale thereof; and (ii) such reliance shall be credited on conclusive evidence that Secured Party handled such matter in a commercially reasonably manner under the amount of its bid a corresponding amount of the Secured Obligations as of the date of such saleCode.
Appears in 2 contracts
Samples: Pledge Agreement (Search Capital Group Inc), Pledge Agreement (Search Capital Group Inc)
Remedies of Secured Party. Upon Except to the extent otherwise provided in the Credit Agreement (if executed by the Debtor and Ahold), upon the occurrence and during the continuance of an Event of Default:
: (ai) the Secured Party mayshall have, without notice in addition to all other rights hereunder or demandunder any other Credit Document, accelerate the maturity rights and remedies of a secured party under the Note UCC and declare other applicable law; (ii) the entire unpaid principal balance and accrued interest at once due and payable.
(b) Secured Party may, at any time, take possession of the Collateral and keep it on the Debtor's premises, at no cost to the Secured Party, or remove any part of it to such other place or places as the Secured Party may desire, or the Debtor shall, upon the Secured Party's option and demand, at the expense of Debtor's cost, either in assemble the Collateral and make it available to the Secured Party at a place specified by the Secured Party's own right or in the name of Debtor ; and in the same manner and to the same extent that Debtor might reasonably so act if this Agreement had not been made,
(i) do all things requisite, convenient, or necessary to enforce the performance and observance of all rights, remedies and privileges of Debtor arising from the Collateral, or any part thereof, including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party to or arising from the Collateral;
(ii) sue xx otherwise collect and receive money attributable to the Collateral; and
(iii) exercise any other lawfully available powers or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law sell and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of the deliver any Collateral at public or private salesales, in whole for cash, upon credit or in partotherwise, at such prices and upon such terms as the Secured Party maydeems advisable, in its own name sole discretion, and may, if the Secured Party deems it reasonable, postpone or as adjourn any sale of the irrevocably appointed attorney-in-fact Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the Debtor effectively assign and transfer agrees that any notice by the CollateralSecured Party of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to the Debtor if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or any part thereofis delivered personally against receipt, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor.
(d) Any such foreclosure sale may be adjourned from time to time provided that at least ten (10) days notice of prior to such action to the continuation of such sale is given Debtor's address specified in or pursuant to Debtor. Upon any sale, Secured Party may bid for and purchase the Collateral, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such saleSection 7.
Appears in 2 contracts
Samples: Security Agreement (Royal Ahold), Security Agreement (Peapod Inc)
Remedies of Secured Party. Upon Except to the extent otherwise provided in the Promissory Note, upon the occurrence and during the continuance of an Event of Default:
: (ai) the Secured Party mayshall have with respect to the Collateral, without notice in addition to all other rights hereunder or demandunder any other Loan Document, accelerate the maturity rights and remedies of a secured party under the Note UCC and declare other applicable law; (ii) the entire unpaid principal balance and accrued interest at once due and payable.
(b) Secured Party may, at any time, take possession of the Collateral and keep it on the Grantors' premises, at no cost to the Secured Party, or remove any part of it to such other place or places as the Secured Party may desire, or any Grantor shall, upon the Secured Party's option and demand, at the expense of DebtorGrantors' cost, either in assemble the Collateral and make it available to the Secured Party at a place specified by the Secured Party's own right or in the name of Debtor ; and in the same manner and to the same extent that Debtor might reasonably so act if this Agreement had not been made,
(i) do all things requisite, convenient, or necessary to enforce the performance and observance of all rights, remedies and privileges of Debtor arising from the Collateral, or any part thereof, including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party to or arising from the Collateral;
(ii) sue xx otherwise collect and receive money attributable to the Collateral; and
(iii) exercise any other lawfully available powers or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law sell and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of the deliver any Collateral at public or private salesales, in whole for cash, upon credit or in partotherwise, at such prices and upon such terms as the Secured Party maydeems advisable, in its own name sole discretion, and may, if the Secured Party deems it reasonable, postpone or as adjourn any sale of the irrevocably appointed attorney-in-fact Collateral by an announcement at the time and place of Debtor effectively assign and transfer sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the Collateralfollowing manner, each Grantor agrees that any notice by the Secured Party of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to each Grantor if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or any part thereofis delivered personally against receipt, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor.
(d) Any such foreclosure sale may be adjourned from time to time provided that at least ten (10) days notice of prior to such action to the continuation of such sale is given Grantors' address specified in or pursuant to Debtor. Upon any sale, Secured Party may bid for and purchase the Collateral, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such saleSection 7.
Appears in 1 contract
Samples: Security Agreement (Interiors Inc)
Remedies of Secured Party. Upon the occurrence of an Event of Default:
(a) Secured Party may, without notice or demand, accelerate the maturity of the Note and declare the entire unpaid principal balance and accrued interest at once due and payable.
(b) Secured Party may, at Secured Party's option and at the expense of Debtor, either in Secured Party's own right or in the name of Debtor and in the same manner and to the same extent that Debtor might reasonably so act if this Agreement had not been made,
(i) do all things requisite, convenient, or necessary to enforce the performance and observance of all rights, remedies and privileges of Debtor arising from the Collateral, or any part thereof, including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party to or arising from the Collateral;
(ii) sue xx or otherwise collect and receive money attributable to the txx Collateral; and
(iii) exercise any other lawfully available powers or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of the Collateral at public or private sale, in whole or in part, and Secured Party may, in its own name or as the irrevocably appointed attorney-in-fact of Debtor effectively assign and transfer the Collateral, or any part thereof, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor.
(d) Any such foreclosure sale may be adjourned from time to time provided that at least ten days notice of the continuation of such sale is given to Debtor. Upon any sale, Secured Party may bid for and purchase the Collateral, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such sale.
Appears in 1 contract
Samples: Pledge and Security Agreement (Mobility Electronics Inc)
Remedies of Secured Party. Upon the occurrence of an If any Event of Default:
(a) Default as defined in the Notes shall have occurred and be continuing, the Secured Party maymay exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Uniform Commercial Code (whether or not the Uniform Commercial Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without notice or demandlimitation, accelerate transfer into the maturity of the Note and declare the entire unpaid principal balance and accrued interest at once due and payable.
(b) Secured Party may, at Secured Party's option and at the expense of Debtor, either in Secured Party's own right ’s name or in into the name of Debtor and in the same manner and its nominee or nominees (to the same extent the Secured Party has not theretofore done so) and thereafter receive, for the benefit of the holders of 2007 Notes, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require the Company to, and the Company hereby agrees that Debtor might it will at its expense and upon request of the Secured Party forthwith, assemble all or part of its respective Collateral as directed by the Secured Party and make it available to the Secured Party at a place or places to be designated by the Secured Party that is reasonably so act if this Agreement had not been made,
(i) do all things requisiteconvenient to both parties, convenient, and the Secured Party may enter into and occupy any premises owned or necessary to enforce leased by the performance and observance of all rights, remedies and privileges of Debtor arising from Company where the Collateral, Collateral or any part thereofthereof is located or assembled for a reasonable period in order to effectuate the Secured Party’s rights and remedies hereunder or under law, including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any without obligation of any party to or arising from the Collateral;
(ii) sue xx otherwise collect and receive money attributable to the Collateral; and
Company in respect of such occupation, and (iii) exercise without notice except as specified below and without any other lawfully available powers obligation to prepare or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of process the Collateral for sale, (A) sell the Collateral or any part thereof in one or more parcels at public or private sale, in whole at any of the Secured Party’s offices or in partelsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Secured Party may deem commercially reasonable. The Company agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least 10 days’ notice to the Company of the time and place of any public sale or the time after which any private sale or other disposition of its Collateral is to be made shall constitute reasonable notification. The Secured Party shall not be obligated to make any sale or other disposition of any Collateral regardless of notice of sale having been given. The Secured Party 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 Company hereby waives any claims against the Secured Party and the holders of 2007 Notes arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that the Company may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. The Company hereby acknowledges that (x) any such sale of the Collateral by the Secured Party shall be made without warranty, (y) the Secured Party may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (z) such actions set forth in clauses (x) and (y) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (A) upon written notice to the Company from the Secured Party after and during the continuance of an Event of Default, the Company shall cease any use of the Intellectual Property for any purpose described in such notice; (B) the Secured Party may, in its own name or as the irrevocably appointed attorney-in-fact of Debtor effectively assign at any time and transfer the Collateral, or any part thereof, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor.
(d) Any such foreclosure sale may be adjourned from time to time provided that at least ten days after and during the continuance of an Event of Default, upon 10 days’ prior notice to the Company, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the continuation of Intellectual Property, throughout the universe for such sale is given to Debtor. Upon any saleterm or terms, Secured Party may bid for and purchase the Collateral, or any part thereofon such conditions, and upon compliance with in such manner, as the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have in its sole discretion determine; and (C) the right Secured Party may, at any time, pursuant to be credited the authority granted in Section 8 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), execute and deliver on the amount of its bid a corresponding amount behalf of the Secured Obligations as Company, one or more instruments of assignment of the date of such saleIntellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country.
Appears in 1 contract
Samples: Subscription Agreement (Nephros Inc)
Remedies of Secured Party. Upon the occurrence of an Event of Default:
(a) Secured Party may, without notice or demand, accelerate the maturity of the Note and declare the entire unpaid principal balance and accrued interest at once due and payable.
(b) Secured Party may, at Secured Party's option and at the expense of Debtor, either in Secured Party's own right or in the name of Debtor and in the same manner and to the same extent that Debtor might reasonably so act if this Agreement had not been made,
(i) do all things requisite, convenient, or necessary to enforce the performance and observance of all rights, remedies and privileges of Debtor arising from the Collateral, or any part thereof, including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party to or arising from the Collateral;
(ii) sue xx or otherwise collect and receive money attributable to the Collateral; and
(iii) exercise any other lawfully available powers or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of the Collateral at public or private sale, in whole or in part, and Secured Party may, in its own name or as the irrevocably appointed attorney-in-fact of Debtor effectively assign and transfer the Collateral, or any part thereof, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor.
(d) Any such foreclosure sale may be adjourned from time to time provided that at least ten days notice of the continuation of such sale is given to Debtor. Upon any sale, Secured Party may bid for and purchase the Collateral, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such sale.
Appears in 1 contract
Samples: Pledge and Security Agreement (Mobility Electronics Inc)
Remedies of Secured Party. Upon the occurrence of ------------------------= an Event of Default:
(a) Secured Party may, without notice or demand, accelerate the maturity of the Note and declare the entire unpaid principal balance and accrued interest at once due and payable.
(b) Secured Party may, at Secured Party's option and at the expense of Debtor, either in Secured Party's own right or in the name of Debtor and in the same manner and to the same extent that Debtor might reasonably so act if this Agreement had not been made,
(i) do all things requisite, convenient, or necessary to enforce the performance and observance of all rights, remedies and privileges of Debtor arising from the Collateral, or any part thereof, including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party to or arising from the Collateral;
(ii) sue xx xxx or otherwise collect and receive money attributable to the Collateral; and
(iii) exercise any other lawfully available powers or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of the Collateral at public or private sale, in whole or in part, and Secured Party may, in its own name or as the irrevocably appointed attorney-in-fact of Debtor effectively assign and transfer the Collateral, or any part thereof, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor.
(d) Any such foreclosure sale may be adjourned from time to time provided that at least ten days notice of the continuation of such sale is given to Debtor. Upon any sale, Secured Party may bid for and purchase the Collateral, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such sale.
Appears in 1 contract
Remedies of Secured Party. Upon the occurrence of an ------------------------- Event of Default:
(a) Secured Party may, without notice or demand, accelerate the maturity of the Note and declare the entire unpaid principal balance and accrued interest at once due and payable.
(b) Secured Party may, at Secured Party's option and at the expense of Debtor, either in Secured Party's own right or in the name of Debtor and in the same manner and to the same extent that Debtor might reasonably so act if this Agreement had not been made,
(i) do all things requisite, convenient, or necessary to enforce the performance and observance of all rights, remedies and privileges of Debtor arising from the Collateral, or any part thereof, ,including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party to or arising from the Collateral;
(ii) sue xx xxx or otherwise collect and receive money attributable to the Collateral; and
(iii) exercise any other lawfully available powers or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of the Collateral at public or private sale, in whole or in part, and Secured Party may, in its own name or as the irrevocably appointed attorney-in-fact of Debtor effectively assign and transfer the Collateral, or any part thereof, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor.
(d) Any such foreclosure sale may be adjourned from time to time provided that at least ten days notice of the continuation of such sale is given to Debtor. Upon any sale, Secured Party may bid for and purchase the Collateral, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such sale.
Appears in 1 contract
Remedies of Secured Party. Upon the occurrence of an If any Event of Default:
(a) Default as defined in the New Notes shall have occurred and be continuing, the Secured Party maymay exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Uniform Commercial Code (whether or not the Uniform Commercial Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without notice or demandlimitation, accelerate transfer into the maturity of the Note and declare the entire unpaid principal balance and accrued interest at once due and payable.
(b) Secured Party may, at Secured Party's option and at the expense of Debtor, either in Secured Party's own right ’s name or in into the name of Debtor and in the same manner and its nominee or nominees (to the same extent the Secured Party has not theretofore done so) and thereafter receive, for the benefit of the holders of the 2007 Notes, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require the Company to, and the Company hereby agrees that Debtor might it will at its expense and upon request of the Secured Party forthwith, assemble all or part of its respective Collateral as directed by the Secured Party and make it available to the Secured Party at a place or places to be designated by the Secured Party that is reasonably so act if this Agreement had not been made,
(i) do all things requisiteconvenient to both parties, convenient, and the Secured Party may enter into and occupy any premises owned or necessary to enforce leased by the performance and observance of all rights, remedies and privileges of Debtor arising from Company where the Collateral, Collateral or any part thereofthereof is located or assembled for a reasonable period in order to effectuate the Secured Party’s rights and remedies hereunder or under law, including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any without obligation of any party to or arising from the Collateral;
(ii) sue xx otherwise collect and receive money attributable to the Collateral; and
Company in respect of such occupation, and (iii) exercise without notice except as specified below and without any other lawfully available powers obligation to prepare or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of process the Collateral for sale, (A) sell the Collateral or any part thereof in one or more parcels at public or private sale, in whole at any of the Secured Party’s offices or in partelsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party maymay deem commercially reasonable and/or (B) lease, in its own name license or as dispose of the irrevocably appointed attorney-in-fact of Debtor effectively assign and transfer the Collateral, Collateral or any part thereof, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like powerthereof upon such terms as the Secured Party may deem commercially reasonable. Any such foreclosure sale, assignment, or transfer shallThe Company agrees that, to the extent permitted notice of sale or any other disposition of its respective Collateral shall be required by law, at least 10 days’ notice to the Company of the time and place of any public sale or the time after which any private sale or other disposition of its Collateral is to be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by made shall constitute reasonable notification. The Secured Party shall not be obligated to make any sale or through other disposition of any Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or under Debtor.
(d) Any such foreclosure private sale may be adjourned from time to time provided that by announcement at least ten days notice 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 Company hereby waives any claims against the Secured Party and the holders of the continuation 2007 Notes arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that the Company may have to require that all or any part of such Collateral be marshaled upon any sale is given to Debtor(public or private) thereof. Upon The Company hereby acknowledges that (x) any salesuch sale of the Collateral by the Secured Party shall be made without warranty, (y) the Secured Party may bid for and purchase specifically disclaim any warranties of title, possession, quiet enjoyment or the Collaterallike, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such sale.and
Appears in 1 contract
Samples: Exchange Agreement (Nephros Inc)
Remedies of Secured Party. Upon the occurrence of an Event ------------------------- of Default:
(a) Secured Party may, without notice or demand, accelerate the maturity of the Note and declare the entire unpaid principal balance and accrued interest at once due and payable.
(b) Secured Party may, at Secured Party's option and at the expense of Debtor, either in Secured Party's own right or in the name of Debtor and in the same manner and to the same extent that Debtor might reasonably so act if this Agreement had not been made,
(i) do all things requisite, convenient, or necessary to enforce the performance and observance of all rights, remedies and privileges of Debtor arising from the Collateral, or any part thereof, including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party to or arising from the Collateral;
(ii) sue xx xxx or otherwise collect and receive money attributable to the Collateral; and
(iii) exercise any other lawfully available powers or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of the Collateral at public or private sale, in whole or in part, and Secured Party may, in its own name or as the irrevocably appointed attorney-in-fact of Debtor effectively assign and transfer the Collateral, or any part thereof, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor.
(d) Any such foreclosure sale may be adjourned from time to time provided that at least ten days notice of the continuation of such sale is given to Debtor. Upon any sale, Secured Party may bid for and purchase the Collateral, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such sale.
Appears in 1 contract
Remedies of Secured Party. Upon the occurrence of an Event of Default:
(a) Secured Party may, without notice or demand, accelerate the maturity of the Note and declare the entire unpaid principal balance and accrued interest at once due and payable.
(b) Secured Party may, at Secured Party's option and at the expense of DebtorPledgor, either in Secured Party's own right or in the name of Debtor Pledgor and in the same manner and to the same extent that Debtor Pledgor might reasonably so act if this Agreement had not been made,
(i) do all things requisite, convenient, or necessary to enforce the performance and observance of all rights, remedies and privileges of Debtor Pledgor arising from the Collateral, or any part thereof, including, but not limited to, compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party to or arising from the Collateral;
(ii) sue xx or otherwise collect and receive money attributable xxtributable to the Collateral; and
(iii) exercise any other lawfully available powers or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor Pledgor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of the Collateral at public or private sale, in whole or in part, and Secured Party may, in its own name or as the irrevocably appointed attorney-in-fact of Debtor Pledgor effectively assign and transfer the Collateral, or any part thereof, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor Pledgor and all persons and corporations lawfully claiming by or through or under DebtorPledgor.
(d) Any such foreclosure sale may be adjourned from time to time provided that at least ten days notice of the continuation of such sale is given to DebtorPledgor. Upon any sale, Secured Party may bid for and purchase the Collateral, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such sale.
Appears in 1 contract
Samples: Pledge Agreement (Boundless Motor Sports Racing Inc)
Remedies of Secured Party. Upon the occurrence of an ------------------------- Event of Default:
(a) Secured Party may, without notice or demand, accelerate the maturity of the Note and declare the entire unpaid principal balance and accrued interest at once due and payable.
(b) Secured Party may, at Secured Party's option and at the expense of Debtor, either in Secured Party's own right or in the name of Debtor and in the same manner and to the same extent that Debtor might reasonably so act if this Agreement had not been made,
(i) do all things requisite, convenient, or necessary to enforce the performance and observance of all rights, remedies and privileges of Debtor arising from the Collateral, or any part thereof, including, but not limited toto , compromising, waiving, excusing, or in any manner releasing or discharging any obligation of any party to or arising from the Collateral;
(ii) sue xx xxx or otherwise collect and receive money attributable to the Collateral; and
(iii) exercise any other lawfully available powers or remedies, and do all other things which Secured Party deems requisite, convenient or necessary or which the Secured Party deems proper to protect the security interest herein granted.
(c) Secured Party may foreclose this Agreement in the manner now or hereafter provided or permitted by law and shall have the immediate right to receivership pending foreclosure, and may upon such reasonable notification prior thereto as may be required by applicable law (Debtor hereby agreeing that 10 days notice is commercially reasonable), sell, assign, transfer or otherwise dispose of the Collateral at public or private sale, in whole or in part, and Secured Party may, in its own name or as the irrevocably appointed attorney-in-fact of Debtor effectively assign and transfer the Collateral, or any part thereof, absolutely, and execute and deliver all necessary assignments, conveyances, bills of sale and other instruments with power to substitute one or more persons or corporations with like power. Any such foreclosure sale, assignment, or transfer shall, to the extent permitted by law, be a perpetual bar, both at law and in equity, against Debtor and all persons and corporations lawfully claiming by or through or under Debtor.
(d) Any such foreclosure sale may be adjourned from time to time provided that at least ten days notice of the continuation of such sale is given to Debtor. Upon any sale, Secured Party may bid for and purchase the Collateral, or any part thereof, and upon compliance with the terms of sale may hold, retain, possess and dispose of the Collateral, in its absolute right without further accountability. Secured Party shall have the right to be credited on the amount of its bid a corresponding amount of the Secured Obligations as of the date of such sale.
Appears in 1 contract