Common use of REMEDIES; RIGHTS UPON DEFAULT Clause in Contracts

REMEDIES; RIGHTS UPON DEFAULT. (a) If a Default shall occur and be continuing: (i) All payments received by you under or in connection with any of the Collateral shall be held by you in trust for us, shall be segregated from other funds of yours, and shall forthwith upon receipt by you, be turned over to us, in the same form as received by you (duly indorsed by you to us, if required); and (ii) any and all such payments so received by us (whether from you or otherwise) may, in our sole discretion, be held by us as collateral security for, and/or then or at any time thereafter applied in whole or in part by us against all or any part of the Obligations in such order as we shall elect. Any balance of such payments held by us and remaining after payment in full of all the Obligations shall be paid over to you or to whomsoever may be lawfully entitled to receive the same. (b) If any Default shall occur and be continuing, you agree and consent that we may succeed to the position of either Licensee or Licensor under the Licenses, subject to the rights and interests of the holders of the Permitted Encumbrance, and receive all rights and benefits of such party under the Licenses, including, without limitation, the right to enforce the Licenses and the right to sublicense the Trademarks and Patents. (c) If any Default shall occur and be continuing, we may exercise in addition to all other rights and remedies granted to us in this Security Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Uniform Commercial Code. You shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which we are entitled, and you will be liable for the reasonable fees of any attorneys employed by us to collect such deficiency. (d) You also agree to pay all of our reasonable costs, including attorneys’ fees, incurred with respect to the collection of any of the Obligations and the enforcement of any of our rights hereunder. (e) You hereby waive presentment, demand, protest or any notice (to the extent permitted by applicable law and except as set forth in the Loan Agreement) of any kind in connection with this Security Agreement or any Collateral.

REMEDIES; RIGHTS UPON DEFAULT. (a) If a Default shall occur and be continuing: (i) All payments received by you under or in connection with any of the Collateral shall be held by you in trust for us, shall be segregated from other funds of yours, and shall forthwith upon receipt by you, be turned over to us, in the same form as received by you (duly indorsed by you to us, if required); and (ii) any and all such payments so received by us (whether from you or otherwise) may, in our sole discretion, be held by us as collateral security for, and/or then or at any time thereafter applied in whole or in part by us against all or any part of the Obligations in such order as we shall elect. Any balance of such payments held by us and remaining after payment in full of all the Obligations shall be paid over to you or to whomsoever may be lawfully entitled to receive the same. (b) If any Default shall occur and be continuing, you agree and consent that we may succeed to the position of either Licensee or Licensor under the Licenses, subject to the rights and interests of the holders of the Permitted EncumbranceLicense Agreement, and receive all rights and benefits of such party under the LicensesLicense Agreement, including, without limitation, the right to enforce the Licenses and the right to sublicense the Trademarks and Patents. (c) If any Default shall occur and be continuing, we may exercise in addition to all other rights and remedies granted to us in this Intellectual Property Security Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Uniform Commercial Code. You shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which we are entitled, and you will be liable for the reasonable fees of any attorneys employed by us to collect such deficiency. (d) You also agree to pay all of our reasonable costs, including attorneys’ fees, incurred with respect to the collection of any of the Obligations and the enforcement of any of our rights hereunder. (e) You hereby waive presentment, demand, protest or any notice (to the extent permitted by applicable law and except as set forth in the Loan Agreement) of any kind in connection with this Intellectual Property Security Agreement or any Collateral.

REMEDIES; RIGHTS UPON DEFAULT. (a) If a Default shall occur and be continuing: (i) All payments received by you under or in connection with any of the Collateral shall be held by you in trust for us, shall be segregated from other funds of yours, and shall forthwith upon receipt by you, be turned over to us, in the same form as received by you (duly indorsed by you to us, if required); and (ii) any and all such payments so received by us (whether from you or otherwise) may, in our sole discretion, be held by us as collateral security for, and/or then or at any time thereafter applied in whole or in part by us against all or any part of the Obligations in such order as we shall elect. Any balance of such payments held by us and remaining after payment in full of all the Obligations shall be paid over to you or to whomsoever may be lawfully entitled to receive the same. (b) If any Default shall occur and be continuingoccur, you agree and consent that we may succeed to the position of either Licensee or Licensor under the Licenses, subject to the rights and interests of the holders of the Permitted Encumbrance, and receive all rights and benefits of such party under the Licenses, including, without limitation, the right to enforce the Licenses and the right to sublicense the Trademarks Trademarks, Patents and PatentsCopyrights. (c) If any Default shall occur and be continuingUpon a Default, we may exercise in addition to all other rights and remedies granted to us in this Security Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Uniform Commercial Code. You shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which we are entitled, and you will be liable for the reasonable fees and expenses of any attorneys employed by us to collect such deficiency. (d) You also agree to pay all of our reasonable costs, including attorneys’ feesfees and expenses, incurred with respect to the collection of any of the Obligations and the enforcement of any of our rights hereunder. (e) You hereby waive presentment, demand, protest or any notice (to the extent permitted by applicable law and except as set forth in the Loan Agreement) of any kind in connection with this Security Agreement or any Collateral.