Common use of REMEDIES; RIGHTS UPON DEFAULT Clause in Contracts

REMEDIES; RIGHTS UPON DEFAULT. 5.1 In addition to all other rights and remedies granted to it under this Agreement and the Note, upon the occurrence and during the continuance of any Event of Default, the Secured Party shall have and may exercise all of the rights, powers and remedies of a secured party under the UCC, including without limitation, the right to sell, lease or otherwise dispose of any or all of the Collateral, and to take possession of the Collateral, and for that purpose the Secured Party may enter peaceably any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the Debtor will not resist or interfere with such action. The Secured Party may require the Debtor to assemble the Collateral and make the same available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties. The Debtor hereby agrees that the place or places of location of the Collateral are places reasonably convenient to it to assemble the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send the Debtor reasonable notice of the time and place of any public sale or reasonable notice of the time after which any private sale or any other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to the Debtor at least ten (10) days before the time of the sale or disposition. The Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Secured Party, the whole or any part of said Collateral so sold. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party shall have the right to conduct such sales on the Debtor’s premises or elsewhere and shall have the right to use the Debtor’s premises without charge for such time or times as the Secured Party deems necessary or advisable. Until the Secured Party is able to effect a sale, lease, or other disposition of Collateral, the Secured Party shall have the right to hold or use such Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving such Collateral or its value or for any other purpose deemed appropriate by the Secured Party. The Secured Party shall have no obligation to the Debtor to maintain or preserve the rights of the Debtor as against third parties with respect to Collateral while such Collateral is in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Secured Party’s remedies with respect to such appointment without prior notice or hearing as to such appointment. To the maximum extent permitted by applicable law, the Debtor waives all claims, damages, and demands against the Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the Secured Party as finally determined by a court of competent jurisdiction.

REMEDIES; RIGHTS UPON DEFAULT. 5.1 In (a) If an Event of Default shall occur and be continuing, the Secured Parties may exercise in addition to all other rights and remedies granted to it under this Agreement and the Note, upon the occurrence and during the continuance of any Event of Default, the Secured Party shall have and may exercise Parties in this Security Agreement, all of the rights, powers rights and remedies of a secured party parties under the UCC, including without limitation, Uniform Commercial Code as the right to sell, lease or otherwise dispose of any or all of the Collateral, and to take possession of the Collateral, and for that purpose the Secured Party may enter peaceably any premises on which the Collateral or any part thereof same may be situated and remove the same therefrom and the Debtor will not resist or interfere with such action. The Secured Party may require the Debtor to assemble the Collateral and make the same available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties. The Debtor hereby agrees that the place or places of location of the Collateral are places reasonably convenient to it to assemble the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send the Debtor reasonable notice of the time and place of any public sale or reasonable notice of the time after which any private sale or any other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to the Debtor at least ten (10) days before the time of the sale or disposition. The Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Secured Party, the whole or any part of said Collateral so sold. Such sales may be adjourned and continued effect from time to time with or without notice. The Secured Party shall have the right in New York (referred to conduct such sales on the Debtor’s premises or elsewhere and shall have the right to use the Debtor’s premises without charge for such time or times in this Security Agreement as the Secured Party deems necessary or advisable"Code") and any other Uniform Commercial Code in any relevant jurisdiction. Until Without limiting the Secured Party is able to effect a salegenerality of the foregoing, lease, or other disposition of Collateralthe Debtor agrees that in any such event, the Secured Party shall have Parties may forthwith collect, receive, appropriate and realize upon the right to hold or use such Collateral, or any part thereof, and may forthwith sell, lease, assign, give option or options to purchase or otherwise dispose of and deliver the extent that it deems appropriate Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at the office of a Secured Party or elsewhere at such prices as they may deem best, for the purpose of preserving such Collateral cash or its value on credit or for future delivery without assumption of any other purpose deemed appropriate by the Secured Partycredit risk. The Secured Party shall have no obligation to Debtor further agrees, at the Debtor to maintain or preserve the rights of the Debtor as against third parties with respect to Collateral while such Collateral is in the possession request of the Secured Party. The Secured Party mayParties, if it so elects, seek to assemble the appointment of a receiver or keeper to take possession of Collateral and make it available to enforce the Secured Parties at places which any of the Secured Party’s remedies with respect to such appointment without prior notice Parties shall reasonably select, whether at the Debtor's premises or hearing as to such appointmentelsewhere. To the maximum extent permitted by applicable law, the Debtor waives all claims, damages, damages and demands against the Secured Party Parties arising out of the repossession, retention or sale of the Collateral except such as arise solely out Collateral. The Debtor shall remain liable for any deficiency if the proceeds of any sale or disposition of the gross negligence or willful misconduct Collateral are insufficient to pay all amounts to which the Secured Parties are entitled, the Debtor also being liable for the reasonable fees of any attorneys employed by the Agent to collect such deficiency. The Debtor also agrees to pay all costs of the Secured Party Parties, including reasonable attorney's fees, incurred with respect to the collection of any of the Obligations and the enforcement of any of its rights hereunder. The Debtor hereby waives presentment, demand, protest or any notice (to the extent permitted by applicable law and except as finally determined by a court stated herein) of competent jurisdictionany kind in connection with this Security Agreement or any Collateral.

REMEDIES; RIGHTS UPON DEFAULT. 5.1 In Upon the occurrence of any Event of Default, ----------------------------- Secured Party may exercise in addition to all other rights and remedies granted to it under in this Security Agreement and the Notein any other instrument or agreement securing, upon the occurrence and during the continuance of any Event of Default, evidencing or relating to the Secured Party shall have and may exercise Obligations, all of the rights, powers rights and remedies of a secured party under the UCC, including without limitation, but not limited to the right to accelerate all of the Secured Obligations, to take immediate possession of the Collateral without notice or demand, to enter upon any premises where the Collateral is located and remove the same or remain on such premises in possession of the Collateral, to sell, lease or otherwise dispose of any or all of the Collateral, to setoff or apply any Collateral held by Secured Party, or the like. To the maximum extent permitted by applicable law, Pledgor waives all claims, damages and to take possession demands against Secured Party arising out of the repossession, retention or sale of the Collateral, and for . Pledgor agrees that purpose the Secured Party need not give more than ten (1) days' notice of the time after which a private or public sale may enter peaceably any premises on which the Collateral or any part thereof may be situated take place and remove the same therefrom and the Debtor will not resist or interfere with that such actionnotice is reasonable notification of such matters. The Secured Party may require the Debtor to assemble the Collateral and make the same available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties. The Debtor hereby agrees that the place or places requirement of location of the Collateral are places reasonably convenient to it to assemble the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send the Debtor reasonable notice to Pledgor of the time and place of any public sale or reasonable notice private sale of the time after which any private sale or any other disposition thereof is to be made. The requirement of sending reasonable notice Collateral shall be met if such notice is mailed, postage prepaid, to Pledgor at the Debtor at least ten (10) days before address set forth in the time Note. Pledgor shall remain liable for any deficiency if the proceeds of any sale or disposition of the sale or disposition. The Collateral are insufficient to pay all amounts to which Secured Party shall have the right upon any such public sale or sales andis entitled, to the extent permitted by law, upon any such private sale or sales, to purchase Pledgor also being liable for the benefit all costs of the Secured Party, including, without limitation, reasonable attorneys' fees, incurred in connection with the whole enforcement of any of its rights and remedies hereunder. Pledgor hereby waives presentment, demand, protest or any part notice, including, without limitation, notice of said Collateral so sold. Such sales may be adjourned intent to accelerate and continued from time notice of acceleration (to time with or without notice. The Secured Party shall have the right to conduct such sales on the Debtor’s premises or elsewhere and shall have the right to use the Debtor’s premises without charge for such time or times as the Secured Party deems necessary or advisable. Until the Secured Party is able to effect a sale, lease, or other disposition of Collateral, the Secured Party shall have the right to hold or use such Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving such Collateral or its value or for any other purpose deemed appropriate by the Secured Party. The Secured Party shall have no obligation to the Debtor to maintain or preserve the rights of the Debtor as against third parties with respect to Collateral while such Collateral is in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Secured Party’s remedies with respect to such appointment without prior notice or hearing as to such appointment. To the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. Pledgor shall, upon demand, make the Debtor waives all claims, damages, and demands against the Collateral available to Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the at a place and time designated by Secured Party as finally determined by a court of competent jurisdictionParty.

REMEDIES; RIGHTS UPON DEFAULT. 5.1 In (a) If an Event of Default shall occur and be continuing, the Agent may exercise in addition to all other rights and remedies granted to it under this Agreement and the Note, upon the occurrence and during the continuance of any Event of Default, the Secured Party shall have and may exercise Parties in this Security Agreement, all of the rights, powers rights and remedies of a secured party parties under the UCC, including without limitation, Uniform Commercial Code as the right to sell, lease or otherwise dispose of any or all of the Collateral, and to take possession of the Collateral, and for that purpose the Secured Party may enter peaceably any premises on which the Collateral or any part thereof same may be situated and remove the same therefrom and the Debtor will not resist or interfere with such action. The Secured Party may require the Debtor to assemble the Collateral and make the same available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties. The Debtor hereby agrees that the place or places of location of the Collateral are places reasonably convenient to it to assemble the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send the Debtor reasonable notice of the time and place of any public sale or reasonable notice of the time after which any private sale or any other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to the Debtor at least ten (10) days before the time of the sale or disposition. The Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Secured Party, the whole or any part of said Collateral so sold. Such sales may be adjourned and continued effect from time to time with or without notice. The Secured Party shall have the right in New York (referred to conduct such sales on the Debtor’s premises or elsewhere and shall have the right to use the Debtor’s premises without charge for such time or times in this Security Agreement as the Secured Party deems necessary or advisable"Code") and any other Uniform Commercial Code in any relevant jurisdiction. Until Without limiting the Secured Party is able to effect a sale, lease, or other disposition generality of Collateralthe foregoing, the Secured Party shall have Debtor agrees that in any such event, the right to hold or use such Agent may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give option or options to purchase or otherwise dispose of and deliver the extent that it deems appropriate for the purpose of preserving such Collateral (or its value contract to do so), or for any other purpose deemed appropriate by part thereof, in one or more parcels at public or private sale or sales, at the Secured Party's offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have no obligation Debtor further agrees, at the request of the Agent, to assemble the Collateral and make it available to the Debtor to maintain or preserve the rights of the Debtor as against third parties with respect to Collateral while such Collateral is in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce Parties at places which any of the Secured Party’s remedies with respect to such appointment without prior notice Parties shall reasonably select, whether at the Debtor's premises or hearing as to such appointmentelsewhere. To the maximum extent permitted by applicable law, the Debtor waives all claims, damages, damages and demands against the Secured Party Parties arising out of the repossession, retention or sale of the Collateral except such as arise solely out Collateral. The Debtor shall remain liable for any deficiency if the proceeds of any sale or disposition of the gross negligence or willful misconduct Collateral are insufficient to pay all amounts to which the Secured Parties are entitled, the Debtor also being liable for the reasonable fees of any attorneys employed by the Agent to collect such deficiency. The Debtor also agrees to pay all costs of the Secured Party Parties, including reasonable attorney's fees, incurred with respect to the collection of any of the Obligations and the enforcement of any of its rights hereunder. The Debtor hereby waives presentment, demand, protest or any notice (to the extent permitted by applicable law and except as finally determined by a court stated herein) of competent jurisdictionany kind in connection with this Security Agreement or any Collateral.

REMEDIES; RIGHTS UPON DEFAULT. 5.1 In Each of the Target Stockholders acknowledges and agrees that it is the intention of such Target Stockholder that, upon the occurrence and during the continuance of an Event of Default, Secured Party shall be able to take all necessary and appropriate action to realize upon the Collateral owned by such Target Stockholder in order to receive payment and performance in full of the Obligations owed by such Target Stockholder. If an Event of Default with respect to a Target Stockholder shall occur and be continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under in this Agreement and the Notein any other instrument or agreement securing, upon the occurrence and during the continuance of evidencing or relating to any Event of Default, the Secured Party shall have and may exercise all of the rights, powers Obligations all rights and remedies of a secured party under the UCCUniform Commercial Code. Secured Party shall apply the net proceeds of any collections, including without limitationrecovery, receipt, appropriation, realization or sale of or with respect to such Collateral (after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the right to sellcare, lease safekeeping or otherwise dispose of any or all of the Collateral, and to take possession of the Collateral, and for that purpose the Secured Party may enter peaceably any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the Debtor will not resist or interfere with such action. The Secured Party may require the Debtor to assemble the Collateral and make the same available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties. The Debtor hereby agrees that the place or places of location of the Collateral are places reasonably convenient to it to assemble the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send the Debtor reasonable notice of the time and place of any public sale or reasonable notice of the time after which any private sale or any other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to the Debtor at least ten (10) days before the time of the sale or disposition. The Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Secured Party, the whole or any part of said Collateral so sold. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party shall have the right to conduct such sales on the Debtor’s premises or elsewhere and shall have the right to use the Debtor’s premises without charge for such time or times as the Secured Party deems necessary or advisable. Until the Secured Party is able to effect a sale, lease, or other disposition of Collateral, the Secured Party shall have the right to hold or use such Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving such Collateral or its value or for in any other purpose deemed appropriate by the Secured Party. The Secured Party shall have no obligation way relating to the Debtor to maintain or preserve the rights of Secured Party hereunder, including reasonable attorneys' fees and legal expenses) to the Debtor as against third parties with respect to Collateral while such Collateral is payment in the possession whole or in part of the Secured PartyObligations. The After so applying such net proceeds and after the payment by Secured Party mayof any other amount required by any provision of law, if it so electsthe remaining balance of such net proceeds shall be applied as any court of competent jurisdiction, seek the appointment of a receiver such Target Stockholder or keeper whomever is lawfully entitled to take possession of Collateral and to enforce any of the Secured Party’s remedies with respect to receive such appointment without prior notice or hearing as to such appointmentfunds may direct. To the maximum extent permitted by applicable law, the Debtor such Target Stockholder waives all claims, damages, damages and demands against the Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise solely out Collateral. Each Target Stockholder agrees that Secured Party need not give more than ten (10) days notice of the gross negligence time and place of any public sale or willful misconduct of the Secured Party time after which a private sale may take place and that such notice is reasonable notification of such matters. Any balance of the Obligations remaining unsatisfied after realization upon such Collateral shall be recoverable from the Principal Target Stockholders (as finally determined such term is defined in the Guaranty and Agreement) to the extent permitted by the Guaranty and Agreement; each such Principal Target Stockholder shall (subject to such limitations in the Guaranty and Agreement) be responsible for any deficiency. No deficiency may be recovered from any Target Stockholder who is not a court of competent jurisdictionPrincipal Target Stockholder.

REMEDIES; RIGHTS UPON DEFAULT. 5.1 In Upon the occurrence of any Event of ----------------------------- Default, Secured Party may exercise in addition to all other rights and remedies granted to it under in this Security Agreement and the Notein any other instrument or agreement securing, upon the occurrence and during the continuance of any Event of Default, evidencing or relating to the Secured Party shall have and may exercise Obligations, all of the rights, powers rights and remedies of a secured party under the UCC, including without limitation, but not limited to the right to accelerate all of the Secured Obligations, to take immediate possession of the Collateral without notice or demand, to enter upon any premises where the Collateral is located and remove the same or remain on such premises in possession of the Collateral, to sell, lease or otherwise dispose of any or all of the Collateral, to setoff or apply any Collateral held by Secured Party, or the like. To the maximum extent permitted by applicable law, Pledgor waives all claims, damages and to take possession demands against Secured Party arising out of the repossession, retention or sale of the Collateral, and for . Pledgor agrees that purpose the Secured Party need not give more than ten (1) days' notice of the time after which a private or public sale may enter peaceably any premises on which the Collateral or any part thereof may be situated take place and remove the same therefrom and the Debtor will not resist or interfere with that such actionnotice is reasonable notification of such matters. The Secured Party may require the Debtor to assemble the Collateral and make the same available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties. The Debtor hereby agrees that the place or places requirement of location of the Collateral are places reasonably convenient to it to assemble the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send the Debtor reasonable notice to Pledgor of the time and place of any public sale or reasonable notice private sale of the time after which any private sale or any other disposition thereof is to be made. The requirement of sending reasonable notice Collateral shall be met if such notice is mailed, postage prepaid, to Pledgor at the Debtor at least ten (10) days before address set forth in the time Note. Pledgor shall remain liable for any deficiency if the proceeds of any sale or disposition of the sale or disposition. The Collateral are insufficient to pay all amounts to which Secured Party shall have the right upon any such public sale or sales andis entitled, to the extent permitted by law, upon any such private sale or sales, to purchase Pledgor also being liable for the benefit all costs of the Secured Party, including, without limitation, reasonable attorneys' fees, incurred in connection with the whole enforcement of any of its rights and remedies hereunder. Pledgor hereby waives presentment, demand, protest or any part notice, including, without limitation, notice of said Collateral so sold. Such sales may be adjourned intent to accelerate and continued from time notice of acceleration (to time with or without notice. The Secured Party shall have the right to conduct such sales on the Debtor’s premises or elsewhere and shall have the right to use the Debtor’s premises without charge for such time or times as the Secured Party deems necessary or advisable. Until the Secured Party is able to effect a sale, lease, or other disposition of Collateral, the Secured Party shall have the right to hold or use such Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving such Collateral or its value or for any other purpose deemed appropriate by the Secured Party. The Secured Party shall have no obligation to the Debtor to maintain or preserve the rights of the Debtor as against third parties with respect to Collateral while such Collateral is in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Secured Party’s remedies with respect to such appointment without prior notice or hearing as to such appointment. To the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. Pledgor shall, upon demand, make the Debtor waives all claims, damages, and demands against the Collateral available to Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the at a place and time designated by Secured Party as finally determined by a court of competent jurisdictionParty.