Right of Sale. (1) Company agrees that upon the occurrence of an Event of Default (taking into account applicable periods of cure, if any), Secured Party may, at its option, sell and dispose of the Collateral at public or private sale without any previous demand of performance. Company agrees that notice of such sale sent to Company's address, as set forth in the Credit Agreement, by certified or registered mail sent at least five (5) days prior to such sale, shall constitute reasonable notice of sale. The foregoing shall not require notice if none is necessary under applicable law. The proceeds of sale shall be applied in the following order:
(i) to all reasonable costs and charges incurred by Secured Party in the taking and causing the removal and sale of said property, including such reasonable attorneys' fees as shall have been incurred by Secured Party;
(ii) to the Indebtedness, including all accrued interest thereon; and
(iii) any surplus of such proceeds remaining shall be paid to the Company, or to such other party who shall lawfully be entitled thereto.
(2) At any sale or sales made pursuant to this Stock Pledge or in a suit to foreclose the same, the Collateral may be sold en masse or separately, at the same or at different times, at the option of the Secured Party or its assigns. Such sale may be public or private with notice as required by the Uniform Commercial Code as then in effect in the state in which the Collateral is located, and the Collateral need not be present at the time or place of sale. At any such sale, the Secured Party or the holder of any note hereby secured may bid for and purchase any of the property sold, notwithstanding that such sale is conducted by the Secured Party or its attorneys, agents, or assigns.
Right of Sale. (1) Each Debtor agrees that upon the occurrence and continuance of an Event of Default, Secured Party may, at its option, sell and dispose of the Collateral at public or private sale without any previous demand of performance. Each Debtor agrees that notice of such sale sent to such Debtor’s address, as set forth on the signature pages attached hereto, by certified or registered mail sent at least five (5) Business Days prior to such sale, shall constitute reasonable notice of sale. The foregoing shall not require notice if none is necessary under applicable law. The proceeds of sale shall be applied in the following order:
(i) to all reasonable costs and charges incurred by Secured Party in the taking and causing the removal and sale of said property, including such reasonable attorneys’ fees as shall have been incurred by Secured Party;
(ii) to the Indebtedness, including without limitation all accrued interest thereon, premiums and make whole amounts, if any, in the order set forth in the Credit Agreement; and
(iii) any surplus of such proceeds remaining shall be paid to such Debtor, or to such other party who shall lawfully be entitled thereto. Each Debtor agrees that Secured Party shall be under no obligation to accept any noncash proceeds in connection with any sale or disposition of Collateral unless failure to do so would be commercially unreasonable. If Secured Party agrees in its sole discretion to accept noncash proceeds (unless the failure to do so would be commercially unreasonable), Secured Party may ascribe any commercially reasonable value to such proceeds. Without limiting the foregoing, Secured Party may apply any discount factor in determining the present value of proceeds to be received in the future or may elect to apply proceeds to be received in the future only as and when such proceeds are actually received in cash by Bank.
(2) At any sale or sales made pursuant to this Security Agreement or in a suit to foreclose the same, the Collateral may be sold en masse or separately, at the same or at different times, at the option of the Secured Party or its assigns. Such sale may be public or private with notice as required by the Uniform Commercial Code as then in effect in the state in which the Collateral is located, and the Collateral need not be present at the time or place of sale. At any such sale, the Secured Party may bid for and purchase any of the property sold, notwithstanding that such sale is conducted by the Secured Party or ...
Right of Sale. (i) Each Borrower agrees that should it fail to make payments as provided in the Notes or the other Loan Documents, or if a default be made on any obligation or promise of any Borrower contained herein or hereby secured or contained in or secured by the Notes or the other Loan Documents, then Lender may, at its option, sell or dispose of the Collateral at public or private sale without any previous demand of performance or notice to Borrowers of any such sale whatsoever, except as provided under the UCC, and from the proceeds of sale retain: (A) all costs and charges incurred by Lender in taking and causing the removal and sale of said property, including such reasonable attorneys' fees as shall have been incurred by Lender; (B) all sums due pursuant to the Notes, the Loan Documents, and this Agreement, and all accrued interest thereon; and (C) all monies due from Borrowers to Lender under any other indebtedness or obligation and all accrued interest thereon. Any surplus of such proceeds remaining shall be paid to Borrowers.
(ii) At any sale or sales made pursuant to this Agreement or in a suit to foreclose the same, the Collateral may be sold en masse or separately, at the same or at different times, at the option of Lender or its assigns. Such sale may be public or private, with notice as required by the UCC, and the Collateral need not be present at the time or place of sale. At any such sale, Lender or the holder of the Notes hereby secured may bid for and purchase any of the property sold, notwithstanding that such sale is conducted by Lender or its attorneys, agents, or assigns, and no irregularity in the manner of sale or of giving notice shall operate to preclude Lender from recovering the Indebtedness.
(iii) If any notification of intended sale or other disposition of the Collateral or any part thereof is required under the UCC or other law, such notification, if mailed, shall be deemed reasonably and properly given if mailed to Borrowers at least ten (10) days before such sale or disposition.
Right of Sale. Grantor specifically understands and agrees that, in the event of Default, any sale or disposition by Trustee or Beneficiary of any or all of the Rents, Fixtures, Property, or other Collateral Security pursuant to the terms of this Deed of Trust may be effected by Trustee or Beneficiary at times and in manners which could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at different times or in different manners and that such a sale under this Deed of Trust will likely result in proceeds substantially less than fair market value. Grantor expressly releases Trustee, and its agents and representatives, from and against any and all obligations and liabilities arising out of or relating to the timing or manner of any such sale.
Right of Sale. The Collateral Agent may, without demand and without advertisement, notice or legal process of any kind (except as may be required by law), all of which Pledgor waives, at any time or times (a) apply any cash distributions received by the Collateral Agent pursuant to Section 7.3 hereof to the Obligations, and (b) if following such application there remains outstanding any Obligations, sell the remaining Pledged Collateral, or any part thereof at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which Pledgor now has or may have at any time in the future under any rule of law or statute now existing or hereafter enacted. The proceeds realized from the sale of any Pledged Collateral shall be applied first to the actual and reasonable costs, expenses and attorneys’ fees and expenses incurred by the Collateral Agent for collection and for acquisition, completion, protection, removal, sale and delivery of the Pledged Collateral; and then to the Obligations in the manner set forth in the Credit Agreement. If any deficiency shall arise, Pledgor shall be liable therefor.
Right of Sale. Consignee is hereby authorized to sell the Inventory on behalf of Consignor in the ordinary course of business, upon such terms as Consignor and Consignee agree from time to time, subject to Consignor’s and Global’s security interest in proceeds thereof. Consignee shall not transfer possession of the Inventory to any purchaser thereof until such time as Consignee has received payment in accordance with terms agreed upon by Consignor. Consignee agrees to keep the proceeds from sales thereof separate and capable of identification as the property of Consignor; to make entries in its books showing that the Inventory is held for the account of Consignor; to report to Consignor the consummation of any sale immediately after it is made; and to furnish Consignor, on demand, a true and complete report of Consignee’s sales for any period of time stated by Consignor.
Right of Sale. (a) At any time after the second anniversary of the Effective Date, each Member shall have the right to cause a Sale of Company Property without the consent or approval of any other Member, subject to the right of first offer procedure contemplated in this Section 9.05. If a Member desires to exercise such right, such Member (the “Selling Member”), shall provide the other Member (the “Non-Selling Member”) written notice (a “Proposed Sale Notice”) which shall set forth the gross anticipated sale price, the allocation of closing costs, including any projected broker fees and transfer taxes (which shall be deemed to be in accordance with local custom for sales of similar properties in the city of Scottsdale, Arizona if not specified) and any other material economic terms of a hypothetical Sale of Company Property (the foregoing terms, the “Property Sale Terms”), and shall include any term sheets, indications of interest, valuations, appraisals, investment banking studies, opinions, broker analysis and the like (if any) received by the Selling Member with respect to such proposed Sale of Company Property or in connection with any marketing process initiated by such Selling Member. At any time within the thirty (30) day period immediately following the date the Non-Selling Member receives the Proposed Sale Notice, the Non-Selling Member shall have the right (the “Non-Selling Member Option”), exercisable in its sole discretion by delivery of written notice (the “Sale Election Notice”) to the Selling Member, to:
(i) approve the sale as set forth in the Proposed Sale Notice and authorize the Selling Member to proceed with the Sale of Company Property to any Person, subject to the requirements of Section 9.05(c), it being understood that both Members shall reasonably cooperate with any such sale process and shall take all reasonable and lawful actions that are necessary or appropriate to consummate the Sale of Company Property in accordance with customary institutional sales practices;
(ii) elect to purchase the Company Property for the purchase price (the “Company Property Purchase Price”) and on such other terms set forth in the Property Sale Notice; or
(iii) elect to purchase the Selling Member’s Interest for a purchase price (the “Selling Member Interest Price”) equal to the amount which the Selling Member would have received under this Agreement if the Company Property were sold pursuant to the Property Sale Terms and the Company had been dissolved and wound u...
Right of Sale. 13.1. Without prejudice to the right of sale within Clause 9, where BGM accept Vessels or other goods for repair, refit, maintenance or storage it does so subject to the provisions of the Torts (Interference with Goods) Xxx 0000. This Act confers a Right of Sale on BGM in circumstances where the Owner fails to collect or accept re-delivery of the goods (which includes a Vessel and/or any other property). Such sale will not take place until BGM have given notice to the Owner in accordance with the Act. For the purpose of the Act it is recorded that:
13.1.1. Goods for repair or other treatment are accepted by BGM on the basis that the Owner is the lawful owner of the Vessel o r the owner's authorised agent and that he will take delivery or arrange collection when the repair or treatment has been carried out;
13.1.2. BGM’s obligation as custodian of goods accepted for storage ends on its notice to the Owner of termination of that obliga tion;
13.1.3. The place for delivery and collection of goods shall be at BGM’s premises unless agreed otherwise. Advice regarding the Act and its effect may be obtained from any of the sources referred to in clause 13.1 above.
13.2. Maritime Law entitles BGM in certain other circumstances to bring action against a Vessel to recover a debt or damages. Such action may involve the arrest of the Vessel through the courts and its eventual sale by the court. This right of arrest and sale may continue to exist against a Vessel following a change of ownership. Sale of a Vessel may also occur through the ordinary enforcement of a judgment debt against the Owner of a Vessel or other property.
Right of Sale. Each Member shall have the right to sell its Units other than to a Permitted Transferee in the following manner:
(a) If at any time any of the Members (a “Selling Member”) wishes to sell such Selling Member’s Units, such Selling Member shall give Notice thereof to each of the other Members and the Company. The Notice shall state the amount of the Selling Member’s Units that the Selling Member wishes to sell.
(b) Each of the Members other than the Selling Member (the “Non-Selling Members”) shall have the right to negotiate with the Selling Member for the sale of its Units for a period of 90 days. If the Selling Member does not reach an agreement to sell its Units to one or more Non-Selling Members, the Selling Member will be free to sell its Units to a third party on whatever terms the Selling Member chooses, subject to Section 11.3.
Right of Sale. The Pledgee may, without demand and without advertisement, notice or legal process of any kind (except as may be required by law) sell the Pledged Collateral, or any part thereof at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Pledgee shall deem appropriate. The proceeds realized from the sale of any Pledged Collateral shall be applied first against unpaid interest accrued on the Note and then to reduce the principal thereof.
