Rights and Remedies Upon Default. (A) Beginning on the date which is thirty (30) business days after any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency.
Appears in 4 contracts
Samples: Security Agreement (Surgical Laser Technologies Inc /De/), Security Agreement (Surgical Laser Technologies Inc /De/), Security Agreement (Photomedex Inc)
Rights and Remedies Upon Default. (A) Beginning on the date which is thirty (30) business days after If any Event of DefaultDefault shall occur and be continuing, except that then, in each and every such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuingcase, Secured Party may may, at any time thereafter exercise and/or enforce any of the following rights and remedies, at Secured Party's option: (a) take possession or control of, license, sell or otherwise dispose of, all or any part of the Collateral; (b) take any other action which Secured Party deems necessary or desirable to protect and realize upon its security interest in the Collateral; and (c) in addition to all other the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies granted to it exercisable by Secured Party under any other provisions of this Security Agreement, the Purchase Agreement, the Consideration Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Partyas provided by applicable law including, without demand limitation, the Uniform Commercial Code. In taking possession of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, Secured Party may enter Grantor's premises and (ii) forthwith collectotherwise proceed without legal process, receiveif this can be done without breach of the peace, appropriate and realize also may require Grantor to, and Grantor agrees that it will at its expense and upon request of Secured Party forthwith, assemble all or part of the Collateral as directed by Secured Party and make it available to Secured Party at a place to be designated by Secured Party that is reasonably convenient to both parties. Prior to the disposition of the Collateral, the Secured Party may store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Secured Party deems appropriate. Secured Party may sell the Collateral or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, thereof in one or more parcels at public or private sale or salessale, at any exchange or broker's board or at any of Secured Party's offices or elsewhere at such prices as it may deem bestelsewhere, for cash or cash, on credit or for future delivery without assumption delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable. Each purchaser at any such sale shall hold the property sold absolutely free of any credit risk. To the extent Grantor has the claim or right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of itGrantor, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party shall have the right upon any such public sale or sales, and, Grantor hereby waives (to the extent permitted by applicable law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity ) all rights of redemption, stay and/or appraisal which equity it now has or may at any time in the future have under any rule of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises law or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization statute now existing or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateralhereafter enacted. Grantor agrees that Secured Party need not give more than that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to Grantor of the time and place of any public sale or of the time after which any private sale is to be made shall constitute reasonable notification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. 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. Grantor hereby waives any claims against Secured Party arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency was less than the price which might have been obtained at a public sale, even if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from accepts the first offer received and does not offer such Collateral to more than one offeree. Secured Party shall have the right (but not the obligation) to bring suit, in the name of Grantor, Secured Party or otherwise, to enforce any Intellectual Property Rights constituting part of the Collateral, in which event Grantor also being liable for shall, at the attorney costs request of Secured Party, do any attorneys employed and all lawful acts and execute and any documents required by Secured Party in aid of such enforcement. Upon written demand from Secured Party, Grantor shall execute and deliver to collect Secured Party an assignment or assignments of the Intellectual Property constituting part of the Collateral and such deficiencyother documents as are necessary or appropriate to carry out the intent and purposes of this Security Agreement, but such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Secured Party receives cash proceeds in respect of the sale of, or other realization upon, such Intellectual Property.
Appears in 3 contracts
Samples: Security Agreement (Local Matters Inc.), Security Agreement (Local Matters Inc.), Security Agreement (Local Matters Inc.)
Rights and Remedies Upon Default. (A) Beginning on Upon the date which is thirty (30) business days after any Event occurrence of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred hereunder (and while such Event of Default is continuing, Secured Party may exercise in addition to all of its other rights rights, powers, and remedies granted to it under this Security Agreement), the NoteLender may, the License at its option, and Development Agreement and under any other instrument or agreement securing, evidencing or relating upon written notice to the Secured ObligationsPledgor, declare the unpaid balance of the Pledgor's Liabilities to be immediately due and payable. The occurrence or non-occurrence of an Event of Default shall in no manner impair the ability of the Lender to demand payment of any portion of the Pledgor's Liabilities which are payable on demand. The Lender shall have all the rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC Uniform Commercial Code and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (law in the manner provided herein) State of Georgia. Upon the Collateraloccurrence of an Event of Default hereunder, the Pledgor, upon demand by the Lender, shall assemble the Collateral and (ii) forthwith collectmake it available to the Lender at a place designated by the Lender which is mutually convenient to both parties. Upon the occurrence of an Event of Default hereunder, receive, appropriate and realize the Lender or its agents may enter upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or brokerPledgor's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, to remove it, to render it unusable, or any part to sell of otherwise dispose of it, and to payall without judicial process or proceedings. Any written notice of the sale, purchase, contractdisposition, or compromise any encumbranceother intended action by the Lender with respect to the Collateral which is required by applicable laws and is sent by certified mail, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party shall have the right upon any such public sale or sales, andpostage prepaid, to the extent permitted Pledgor at the address of the Pledgor's chief executive office specified below, or such other address of the Pledgor which may from time to time be shown on the Lender's records, at least five (5) days prior to such sale, disposition, or other action, shall constitute reasonable notice to the Pledgor. The Pledgor shall pay on demand all costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred by lawor on behalf of the Lender: (i) in enforcing the Pledgor's Liabilities; and (ii) in connection with the taking, upon any such private holding, preparing for sale or salesother disposition, to purchase the whole selling, managing, collecting, or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale otherwise disposing of the Collateral. Grantor agrees that Secured Party need not give more than ten All of such costs and expenses (10collectively, the "LIQUIDATION COSTS") days' notice together with interest thereon at a simple per annum rate of interest which is equal to the then highest rate of interest charged on the principal of any of the time Pledgor's Liabilities, plus one percent (1%) per annum (but in no event higher than the maximum interest rate permitted by law), from the date of payment until repaid in full, shall be paid by the Pledgor to the Lender on demand and place shall constitute and become a part of any public the Pledgor's Liabilities secured hereby. Any proceeds of sale or other disposition of the time after which a private sale may take place Collateral will be applied by the Lender to the payment of Liquidation Costs and that such notice is reasonable notification Expense Payments, and any balance of such matters. Grantor shall remain liable for any deficiency if proceeds will be applied by the proceeds Lender to the payment of any sale or disposition the remaining Pledgor's Liabilities in such order and manner of application as the Lender may from time to time in its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiencysole discretion determine.
Appears in 2 contracts
Samples: Security Agreement (Intelligent Systems Corp), Form of Security Agreement (Intelligent Systems Corp)
Rights and Remedies Upon Default. (A) Beginning on the date which is thirty (30) business days after 6.1 If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCCUCC (or any other applicable law). Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event event, and during the existence and continuance of an Event of Default, Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of Secured Party's ’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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e)6.4 hereof, below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and to the extent required by the UCC (or any other applicable law), only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or willful misconduct of Secured Party. Grantor agrees that Secured Party need not give more than ten (10) days' ’ notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantor at its address set forth on the signature page hereof) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantorentitled, Grantor also being liable for the attorney costs reasonable fees of any attorneys employed by Secured Party to collect such deficiency.
Appears in 2 contracts
Samples: Security Agreement (Cambridge Display Technology, Inc.), Security Agreement (Cambridge Display Technology, Inc.)
Rights and Remedies Upon Default. (A) Beginning on the date which is thirty (30) business days after 6.1 If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party Bank may exercise in addition to all other rights and remedies granted to it under this IP Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Partyevent, and during the existence and continuation of an Event of Default, Bank, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, forthwith maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereofthereof (consistent with any enforceable restrictions in Licenses to Grantor), in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of Secured Party's Bank’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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party Bank 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. During the period of any Event of Default, all use of the Trademarks by Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available shall inure to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewherebenefit of Bank. Secured Party Bank shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e)6.4 hereof, below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and to the extent required by the UCC, only after so paying over such net proceeds and after the payment by Secured Party Bank of any other amount required by any provision of law, need Secured Party Bank account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party Bank arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or willful misconduct of Bank. Grantor agrees that Secured Party Bank need not give more than ten (10) days' ’ notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantor at its address set forth on the signature page hereof) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party Bank is entitled from Grantorentitled, Grantor also being liable for the attorney costs reasonable fees of any attorneys employed by Secured Party Bank to collect such deficiency.
Appears in 2 contracts
Samples: Intellectual Property Security Agreement (XCel Brands, Inc.), Intellectual Property Security Agreement (XCel Brands, Inc.)
Rights and Remedies Upon Default. (Aa) Beginning on Upon the date which is thirty (30) business days after any occurrence of an Event of Default, Regions shall have any and all rights and remedies existing at law or in equity and shall have the right, at its sole election, at any time to exercise any or all of such remedies concurrently, successively or separately, without notice to the Companies (unless specifically stated in this Agreement). Without limiting the foregoing, upon the occurrence of an Event of Default, Regions may at its election declare any or all Schedules to be in default and exercise any and all rights and remedies specified in the applicable Schedule(s) as well as the following rights and remedies: (i) proceed at law or in equity to enforce specifically the Companies’ performance or to recover damages; (ii) require the Companies to immediately assemble, make available and if requested by Regions return the Equipment (or, if so requested, any Items designated by Regions) to Regions at a time and place designated by Regions; (iii) enter any premises where any Item may be located and repossess, disable or take possession of such Item (and/or any attached or unattached parts) by self-help, summary proceedings or otherwise without liability for rent, costs, damages or otherwise; (iv) use the Companies’ premises for storage without rent or liability; (v) sell, lease or otherwise dispose of the Equipment or such Items at private or public sale, in bulk or in parcels, with or without notice except that to the extent required by applicable law, and without having the Equipment or such period shall be ten Items present at the place of sale; (10vi) business days for disable or keep idle all or part of the Equipment or such Items; or (vii) accelerate the Companies’ obligations and recover from the Companies an amount equal to the sum of the following (the “Required Default Amount”): (A) the “Base Default Amount” set forth in the applicable Schedule; (B) all costs and expenses incurred by Regions in any repossession, transportation, recovery, storage, refurbishing, advertising, repair, sale, re-lease, or other disposition of the Equipment or Regions enforcement of its rights hereunder, including Attorneys’ Fees and any brokers’ or similar fees or any other fees, costs or expenses resulting from the Event of Default; plus (C) interest on the amounts due in Sections X(a)(vii) (A) and (B) from the date due until paid at a rate of eighteen percent (18%) per annum or the highest rate allowed by law, whichever is lower. Notwithstanding the foregoing, upon the occurrence of an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security AgreementSection IX(d) or (e) above, the NoteCompanies’ obligations hereunder shall automatically accelerate and the Companies shall be deemed to immediately owe to Regions, without notice or demand from Regions, the License Required Default Amount. The Companies expressly acknowledge that this Agreement sets forth a reasonable amount and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies reasonable formula for calculation of a secured party under the UCC. Without limiting the generality liquidated damages in light of the foregoing, Grantor expressly agrees that in anticipated harm caused by any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted default by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place Companies hereunder and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale harm would otherwise be difficult or disposition of its Collateral are insufficient impossible to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiencycalculate or ascertain.
Appears in 2 contracts
Samples: Master Agreement, Master Agreement (Forbes Energy Services Ltd.)
Rights and Remedies Upon Default. (A) Beginning on Upon the date which is thirty (30) business days after happening and during the continuation of any Event of DefaultDefault Secured Party (i) may declare Debtor to be in Default hereunder and all or any part of the Indebtedness to be immediately due and payable without notice or demand; (ii) may, except that without any notice whatsoever, demand, collect and xxx for any of the payments, Collateral or proceeds thereof and any funds represented by the Reserve and retain and apply such period shall be ten proceeds and funds against the Indebtedness, (10iii) business days for an Event take whatever actions as are legally available to it in enforcing the rights or remedies under any or all of Default arising from a payment not timely made by Grantorthe Contracts, or to mitigate damages under the Contracts or to (but Secured Party, shall not be required to) cure any default of Debtor or provide for the performance of Debtor's obligations under the Contracts; (iv) terminate the Commitment and discontinue making any Loans pursuant to this Agreement; (v) shall have occurred and while such Event all of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCCUniform Commercial Code as enacted and under any other applicable law from time to time in effect and (vi) may xxx or take any other legal action to collect all the Indebtedness from Debtor. Secured Party may also exercise any additional remedies granted herein, in any other agreement now or hereafter in effect between Debtor and Secured Party, in any Contract, or otherwise granted by law or equity. Without limiting the generality of the foregoing, Grantor at all times and for any reason Secured Party shall have the right to make a demand for payment of any Indebtedness which is payable upon demand. All rights and remedies of Secured Party under this Agreement, under the Contract, under the Uniform Commercial Code, or otherwise shall be cumulative and exercisable concurrently or consecutively or in the alternative, at Secured Party's option. Without limiting the generality of the foregoing, Debtor expressly agrees that in any such event that, after an Event of Default and during the continuation thereof, Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), Party may (i) reclaimsubject to Obligor's right under the Contract, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or lawfully enter any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said premises where any Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any concerning which an Event of Secured Party's offices or elsewhere at such prices as it Default has occurred) may deem best, for cash or on credit or for future delivery be without assumption of any credit risk. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to judicial process and take possession of the Collateral, or any part of it, (ii) directly xxxx and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in collect for Payments under the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party shall have the right upon any Contracts (and take such public sale or sales, and, further actions with respect to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application8 hereof, and only after so paying over such net proceeds and after the payment by Secured Party (iii) sell, lease or otherwise dispose of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives or all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency.
Appears in 2 contracts
Samples: Revolving Credit Agreement and Assignment (Resource America Inc), Revolving Credit Agreement and Assignment (Lease Equity Appreciation Fund I Lp)
Rights and Remedies Upon Default. (A) Beginning on Upon the date which is thirty (30) business days after occurrence and during the continuance of any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, the Secured Party may exercise in addition is given full power and authority, then or at any time thereafter, to all other rights sell, assign and remedies granted to it under this Security Agreement, deliver or collect the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, whole or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, substitute therefor or compromise any encumbrance, charge, or lien whichaddition thereto, in the opinion of Secured Party, appears to be prior one or superior to its security interest. Secured Party shall have the right upon any such public sale or more sales, andwith or without any previous demands or demand of performance or, to the extent permitted by law, upon notice or advertisement, in such order as the Secured Party may elect; any such sale may be made either at public or private sale at the Secured Party's place of business or elsewhere, either for cash or upon credit or for future delivery, at such price as the Secured Party may reasonably deem fair; and the Secured Party may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of the Pledgor or right of redemption. Demands of performance, advertisements and presence of property and sale and notice of sale are hereby waived to the extent permitted by law. Any sale hereunder may be conducted by an auctioneer or any officer or agent of the Secured Party. The Pledgor recognizes that the Secured Party may be unable to effect a public sale of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable law, and may be otherwise delayed or adversely affected in effecting any sale by reason of present or future restrictions thereon imposed by governmental authorities, and that as a consequence of such prohibitions and restrictions the Secured Party may be compelled (i) to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the stock for their own account, for investment and not with a view to the distribution or resale thereof, or (ii) to seek regulatory approval of any proposed sale or sales, or (iii) to purchase limit the whole amount of Collateral sold to any Person or any part of said group. The Pledgor agrees and acknowledges that private sales so made may be at prices and upon terms less favorable to the Pledgor than if such Collateral so soldwas sold either at public sales or at private sales not subject to other regulatory restrictions, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to that the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply has no obligation to delay the net proceeds sale of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after of the payment by Secured Party of any other amount required by any provision of law, need Secured Party account Collateral for the surplusperiod of time necessary to permit the issuer of such Collateral to register or otherwise qualify the Pledged Stock, even if any, such issuer would agree to Grantorregister or otherwise qualify the Pledged Stock for public sale under the Securities Act or applicable state law. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor The Pledgor agrees that Secured Party need not give more than ten (10) days' notice of private sales made under the time and place of any public sale or of the time after foregoing circumstances will be deemed to have been made in a manner which a private sale may take place and is commercially reasonable. The Pledgor hereby acknowledges that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency.a
Appears in 2 contracts
Samples: Pledge Agreement (Senetek PLC /Eng/), Pledge Agreement (Senetek PLC /Eng/)
Rights and Remedies Upon Default. (Aa) Beginning on Subject to the date which is thirty (30) business days rights of Senior Lender under the Loan Documents and Section 3 hereof, after any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party Grantee may exercise in addition to all other rights and remedies granted to it under this Security Agreement, Agreement and the Note, the License and Development Agreement Note and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Secured PartyGrantee, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured PartyGrantee'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. To the extent Grantor has the right to do so, each Grantor authorizes Secured PartyGrantee, on the terms set forth in this Section 5 7, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured PartyGrantee, appears to be prior or superior to its security interest. Secured Party Grantee shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Each Grantor further agrees, at Secured PartyGrantee's request, to assemble its Collateral and make it available to the Secured Party Grantee at places which Secured Party Grantee shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party Grantee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), 7(d) below, with each Grantor remaining jointly and severally liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party Grantee of any other amount required by any provision of law, need Secured Party Grantee account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Secured Party Grantee arising out of the repossession, retention or sale of the Collateral. Each Grantor agrees that Secured Party Grantee need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party Grantee is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party Grantee to collect such deficiency.
Appears in 1 contract
Samples: Security Agreement (Crdentia Corp)
Rights and Remedies Upon Default. (A) Beginning on the date which is thirty (30) business days after Upon occurrence of any Event of Default------------------------------------ Default and at any time thereafter, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, the Secured Party shall have occurred the right to exercise all of the remedies conferred hereunder and while such Event of Default is continuingunder the Debentures, and the Secured Party may exercise in addition to shall have all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCCUCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limiting limitation, the generality Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the foregoingCollateral and, Grantor expressly agrees for that in any such event Secured Partypurpose, without demand of performance or other demandenter, advertisement or notice with the aid and assistance of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or person, any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon premises where the Collateral, or any part thereof, is or may be placed and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of 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. To remove the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of itsame, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party Company shall have assemble 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at Grantorthe Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall apply have the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after right to operate the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out business of the repossessionCompany using the Collateral and shall have the right to assign, retention sell, lease or sale otherwise dispose of and deliver all or any part of the Collateral. Grantor agrees that , at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party need may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot give more than ten (10be waived) days' advertisement or demand upon or notice to the Company or right of redemption of the time and place Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any public sale or part of the time after Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which a private sale may take place are hereby waived and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiencyreleased.
Appears in 1 contract
Samples: Exhibit 10 (Torbay Holdings Inc)
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after After any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party Bank may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Credit Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured ObligationsLoan Document, all rights and remedies of a secured party Bank under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured PartyBank, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shopship, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any Trademark, Copyright, or process used or owned by Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured PartyBank'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. To the extent Grantor has the right to do so, Grantor authorizes Secured PartyBank, on the terms set forth in this Section 5 8 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contractcontact, or compromise any encumbrance, charge, or lien which, in the opinion of Secured PartyBank, appears to be prior or superior to its security interest. Secured Party Bank 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured PartyBank's request, to assemble its Collateral and make it available to the Secured Party Bank at places which Secured Party Bank shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party Bank shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e8(f), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party Bank of any other amount required by any provision of law, need Secured Party Bank account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party Bank arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party Bank need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party Bank is entitled from Grantor, Grantor also being liable for the reasonable attorney costs of any attorneys employed by Secured Party Bank to collect such deficiency.
Appears in 1 contract
Samples: Security Agreement (Dovebid Inc)
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty five (305) business days after any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement Note and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any Trademark, Copyright, or process used or owned by Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of Secured Party's ’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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 7 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contractcontact, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's ’s request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's ’s premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e7(f), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' ’ notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency. 16. (b) As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when Secured Party shall determine to exercise its right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the “Act”), Secured Party may, in its discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable, but subject to the other requirements of this Section 7(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event Secured Party may, in its sole discretion, (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 7(b), if any of such Collateral shall not be freely distributable to the public without registration under the Act at the time of any proposed sale hereunder, then Secured Party shall not be required to effect such registration or cause the same to be effected but may, in its sole discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as Secured Party may, in its sole discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’rights and the Act and all applicable state securities laws. (c) Grantor agrees that in any sale of any of such Collateral, whether at a foreclosure sale or otherwise, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Secured Party be liable nor accountable to Grantor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. 17. (d) Grantor also agrees to pay all fees, costs and expenses of Secured Party, including, without limitation, reasonable attorneys’ fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. (e) Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (f) The Proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be distributed by Secured Party in the following order of priorities: FIRST, to Secured Party in an amount sufficient to pay in full the reasonable costs of Secured Party in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and advances incurred or made by Secured Party in connection therewith, including, without limitation, reasonable attorneys’ fees; SECOND, to Secured Party in an amount equal to the then unpaid Secured Obligations; and FINALLY, upon payment in full of the Secured Obligations, to Grantor or its representatives, in accordance with the UCC or as a court of competent jurisdiction may direct. 8.
Appears in 1 contract
Samples: Security Agreement (Burst Com Inc)
Rights and Remedies Upon Default. (A) Beginning on Upon the date which is thirty (30) business days after happening and during the continuation of any Event of DefaultDefault Secured Party (i) may declare Debtor to be in Default hereunder and all or any part of the Indebtedness to be immediately due and payable without notice or demand; (ii) may, except that without any notice whatsoever, demand, collect and xxx for any of the payments, Collateral or proceeds thereof and any funds represented by the Reserve and retain and apply such period shall be ten proceeds and funds against the Indebtedness, (10iii) business days for an Event take whatever actions as are legally available to it in enforcing the rights or remedies under any or all of Default arising from a payment not timely made by Grantorthe Contracts, or to mitigate damages under the Contracts or to (but Secured Party, shall not be required to) cure any default of Debtor or provide for the performance of Debtor's obligations under the Contracts; (iv) terminate the Commitment and discontinue making any Loans pursuant to this Agreement; (v) shall have occurred and while such Event all of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCCUCC and under any other applicable law from time to time in effect and (vi) may xxx or take any other legal action to collect all the Indebtedness from Debtor. Secured Party may also exercise any additional remedies granted herein, in any other agreement now or hereafter in effect between Debtor and Secured Party, in any Contract, or otherwise granted by law or equity. Without limiting the generality of the foregoing, Grantor at all times and for any reason Secured Party shall have the right to (i) make a demand for payment of any Indebtedness which is payable upon demand and (ii) upon the third (3rd) occurrence of an Event of Default of the type described in Section 10(a)(i) above, provided that each such Event of Default results from the Debtor's failure to make payment when due to the Secured Party in an amount of no less than $50,000.00, confess judgment against the Debtor pursuant to Section 12(f) below. All rights and remedies of Secured Party under this Agreement, under the Contract, under the UCC, or otherwise shall be cumulative and exercisable concurrently or consecutively or in the alternative, at Secured Parry's option. Without limiting the generality of the foregoing, Debtor expressly agrees that in any such event that, after an Event of Default and during the continuation thereof, Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), Party may (i) reclaimsubject to Obligor's right under the Contract, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or lawfully enter any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said premises where any Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any concerning which an Event of Secured Party's offices or elsewhere at such prices as it Default has occurred) may deem best, for cash or on credit or for future delivery be without assumption of any credit risk. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to judicial process and take possession of the Collateral, or any part of it, (ii) directly xxxx and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in collect for Payments under the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party shall have the right upon any Contracts (and take such public sale or sales, and, further actions with respect to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application8 hereof, and only after so paying over such net proceeds and after the payment by Secured Party (iii) sell, lease or otherwise dispose of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives or all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency.
Appears in 1 contract
Samples: Revolving Credit Agreement and Assignment (Lease Equity Appreciation Fund I Lp)
Rights and Remedies Upon Default. (A) Beginning on the date which is thirty ten (30) business days after 10)business daysafter any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing: Upon the written consent of the Required Purchasers, Secured Party the Agent may exercise in addition to all other rights and remedies granted to it them under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, Purchase Agreement all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Partythe Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law)person, may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any Trademark, Copyright, or process used or owned by Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured PartyAgent's offices or elsewhere at such prices as it may deem bestcommercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's the Required Purchasers' request, to assemble its Collateral and make it available to the Secured Party Agent at places which Secured Party the Agent shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), 6(e) below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party the Agent need not give more than ten twenty (1020) days' prior written notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when Agent shall remain liable determine to exercise its right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any deficiency reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the "Act"), the Agent may, in its discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale in such manner and under such circumstances as the Agent may deem necessary or advisable, but subject to the other requirements of this Section 6(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Agent may, in its discretion, (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 6(b), if any of such Collateral shall not be freely distributable to the proceeds public without registration under the Act at the time of any proposed sale hereunder, then the Agent shall not be required to effect such registration or disposition cause the same to be effected but may, in their discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the Agent may, in its Collateral are insufficient discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors' rights and the Act and all applicable state securities laws. Grantor also agrees to pay all amounts fees, costs and expenses of the Agent, including, without limitation, reasonable attorneys' fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. Grantor hereby waives presentment, demand, protest or any notice (to which Secured Party is entitled from Grantorthe maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. The Proceeds of any sale, Grantor also being liable for disposition or other realization upon all or any part of the attorney Collateral shall be distributed by the Agent in the following order of priorities, subject to any subordination to the Senior Lenders: First , to Agent in an amount sufficient to pay in full the reasonable costs of any attorneys employed the Agent in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and advances incurred or made by Agent in connection therewith, including, without limitation, reasonable attorneys' fees; Second , to the Credit Parties in amounts proportional to the Pro Rata share of the then unpaid Secured Party Obligations of each Credit Party; and Finally , upon payment in full of the Secured Obligations, to collect such deficiencyGrantor or its representatives, in accordance with the UCC or as a court of competent jurisdiction may direct.
Appears in 1 contract
Samples: Security Agreement (Mobile Reach International Inc)
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event event, and during the existence and continuance of an Event of Default, Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, ,. lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's requestrequest and during the existence and continuance of an Event of Default, to assemble its the Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e)6(d) hereof, below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or willful misconduct of Secured Party. Grantor agrees that Secured Party need not give more than ten (10) days' notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantor at its address set forth on the signature page hereof, of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantorentitled, Grantor also being liable for the attorney costs reasonable fees of any attorneys employed by Secured Party to collect such deficiency.
Appears in 1 contract
Rights and Remedies Upon Default. (A) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period shall be ten (10) business days for an default or Event of Default arising from a payment not timely made by Grantorunder the Loan Agreement, the Notes, this Pledge Agreement or any of the other Loan Documents shall have occurred occur and while such Event of Default is be continuing, Bank may do any one or more of the following: (i) declare the Obligations Secured Party may exercise in addition Hereby to be forthwith due and payable, whereupon such Obligations Secured Hereby shall become immediately due and payable without presentment, demand, protest or other notice of any kind; and/or (ii) proceed to protect and enforce its rights under this Pledge Agreement, the Loan Agreement, and/or any of the other Loan Documents, and Bank shall have, without limitation, all other of the rights and remedies granted to it under this Security Agreementprovided by applicable law, including, without limitation, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCCUniform Commercial Code and, in addition thereto, Bank shall be entitled, at Bank's option, to exercise all voting and corporate rights with respect to the Pledged Stock as it may determine, without liability therefor, but Bank shall not have any duty to exercise any voting and corporate rights in respect of the Pledged Stock and shall not be responsible or liable to Pledgor or any other Person for any failure to do so or delay in so doing. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) Bank shall have the right to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to sell the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the CollateralPledged Stock, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at on any of Secured Party's offices securities exchange for cash, upon credit or elsewhere for future delivery, and at such price or prices as it the Bank may deem best, for cash or on credit or for future delivery without assumption and the Bank may be the purchaser of any credit riskor all of the Pledged Stock so sold and thereafter the Bank or any other purchaser shall hold the same free from any right or claim of whatsoever kind. To the extent Grantor has the right The Bank is authorized, at any such sale, if it deems it advisable so to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is locateddo, to take possession restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral, or Pledged Stock and may otherwise require that such sale be conducted subject to restrictions as to such other matters as the Bank may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in such sale the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party Bank shall have the right upon to deliver, assign and transfer to the purchaser thereof the Pledged Stock so sold. Each purchaser at any such public sale or sales, and, to shall hold the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so property sold, absolutely free from any claim or right of whatsoever kind, including any equity or right or equity of redemption of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which equity it has or may have under any rule of redemption Grantor hereby releaseslaw or statute now existing or hereafter adopted. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to In the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of event any notice is required in connection with any such collectionsale, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor Pledgor agrees that Secured Party need if the Bank shall give Pledgor not give more less than ten (10) days' written notice of the time and place of its intention to make any such public or private sale at broker's board or on a securities exchange, such notice shall be reasonable. Any such public sale shall be held at such time or times within the ordinary business hours and at such place or places as the Bank may fix in the notice of such sale. At any sale the time after which a private Pledged Stock may be sold in one lot as an entirety or in parts, as the Bank may determine. The Bank shall not be obligated to make any sale pursuant to any such notice. The Bank may, without notice or publication, adjourn any sale, and such sale may take be made at any time or place and that such notice is reasonable notification of such mattersto which the same may be so adjourned. Grantor shall remain liable for any deficiency if the proceeds In case of any sale of all or any part of the Pledged Stock on credit or for future delivery, the Pledged Stock so sold may be retained by the Bank until the selling price is paid by the purchaser thereof, but the Bank shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Stock so sold and, in case of any such failure, such Pledged Stock may again be sold upon like notice. The Bank, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose this Agreement and sell the Pledged Stock, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. On any sale of the Pledged Stock, the Bank is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any third party or any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. In furtherance of the exercise by the Bank of the rights and remedies granted to it hereunder, Pledgor agrees that, upon request of the Bank and at the expense of the Pledgor, it will use its Collateral are insufficient best efforts to pay obtain all amounts third party and governmental approvals necessary for or incidental to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs exercise of remedies by the Bank with respect to the Pledged Stock or any attorneys employed by Secured Party to collect such deficiencypart thereof.
Appears in 1 contract
Rights and Remedies Upon Default. (A) Beginning on Secured Party may declare -------------------------------- Debtor to be in default hereunder and all or any part of the date which is thirty (30) business days after Indebtedness to be immediately due without notice upon the happening of any Event of Default, except Default or if Secured Party in good faith believes that the prospect of payment of all or any part of the Indebtedness or the performance of Debtor's obligations under this Agreement or any other agreement now or hereafter in effect between Debtor and Secured Party is impaired. The rights and remedies of Secured Party as set forth in this Agreement and in this section are in addition to any other rights that Secured Party might have with respect to any Indebtedness which is payable upon demand. At all times and for any reason Secured Party shall have the right to make a demand for payment of such period shall be ten (10) business days for an Indebtedness payable upon demand under a promissory note secured hereby. Upon the happening of any Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise in addition to all other Party's rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating with respect to the Secured Obligations, all rights and remedies Collateral shall be those of a secured party under the UCCUniform Commercial Code as enacted in Florida and any other applicable law from time to time in effect. Secured Party shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between Debtor and Secured Party or otherwise granted by law or equity. If requested by Secured Party, Debtor will assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party. Without limiting the generality of the foregoing, Grantor Debtor expressly agrees that in any such event agree that, after an Event of Default, Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), Party may (i) reclaim, lawfully enter any premises where any Collateral may be without judicial process and take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in possession of the manner provided herein) the Collateral, Collateral and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell lease or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is commercially reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiencymanner.
Appears in 1 contract
Samples: Loan and Securities Purchase Agreement (Compass Knowledge Holdings Inc)
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party the Administrative Agent may exercise exercise, in addition to all other rights and remedies granted to it under this Security Agreement, the NoteCredit Agreement, the License and Development Agreement other Credit Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under applicable law, including, without limitation, the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Secured Partythe Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor the Grantors or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted not prohibited by the UCC and other applicable law), shall have the right to collect the Proceeds from all Collateral (including, without limitation, dividends or distributions on Pledged Collateral) and may to the extent permitted by applicable law (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shopship, advertise for sale or lease and sell or lease (in the manner provided for herein) the Collateral, and in connection with liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any trademark, trade name, trade style, copyright, or process used or owned by any Grantor; (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured Partythe Administrative Agent's offices or elsewhere at on such prices commercially reasonable terms and in such commercially reasonable manner as it the Administrative Agent may deem bestdetermine, for cash or on credit or for future delivery without assumption of any credit risk. To risk and (iii) after or concurrently with the extent Grantor has giving of written notice to the Borrower of its intent to exercise its rights under this Section 7(a), exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of securities pledged hereunder, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so, so or delay in so doing. Each Grantor authorizes Secured Partythe Administrative Agent, on the terms set forth in this Section 5 7, after the occurrence and during the continuation of any Event of Default, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contractcontest, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Partythe Administrative Agent, appears to be prior or superior to its security interest. Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted not prohibited by applicable law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title, which procedures shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor further agrees, at Secured Partythe Administrative Agent's requestrequest after the occurrence and during the continuation of any Event of Default, to assemble its the Collateral and make it available to the Secured Party Administrative Agent at places which Secured Party the Administrative Agent shall reasonably select, whether at any Grantor's premises or elsewhere. Secured Party The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e7(g), below, with Grantor remaining and Grantors shall remain liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party the Administrative Agent of any other amount required by any provision of law, including Section 9-608(a)(1)(C) of the UCC (or any other then applicable provision of the UCC), need Secured Party the Administrative Agent account for the surplus, if any, to Grantorthe Grantors. To the maximum extent permitted not prohibited by applicable law, each Grantor waives all claims, damages, and demands against Secured Party the Administrative Agent arising out of the repossession, retention or sale of the CollateralCollateral except such as are determined by a final, non-appealable judgment of a court of competent jurisdiction to arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Grantor agrees that Secured Party the Administrative Agent need not give more than ten (10) days' prior written notice (which notification shall be deemed given in accordance with the Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantorthe Administrative Agent and the Lenders are entitled, Grantor and Grantors shall also being be liable for the attorney attorneys' fees or costs of any attorneys employed by Secured Party the Administrative Agent to collect such deficiency.
Appears in 1 contract
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after After any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Purchase Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any Trademark, Copyright, or process used or owned by Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 7 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, purchase or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e7(f), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency.
Appears in 1 contract
Rights and Remedies Upon Default. (A) Beginning on Upon the date which is thirty (30) business days after any Event occurrence of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred hereunder (and while such Event of Default is continuing, Secured Party may exercise in addition to all of its other rights rights, powers, and remedies granted to it under this Security Agreement), DHCD may, at its option, declare the Noteunpaid balance of the Liabilities to be immediately due and payable without presentment, the License and Development Agreement and under demand for payment, protest, or notice of any other instrument or agreement securing, evidencing or relating kind to the Secured ObligationsDebtor, all of which are hereby waived. The occurrence or non-occurrence of an Event of Default shall in no manner impair the ability of DHCD to demand payment of any portion of the Liabilities which are payable on demand. DHCD shall have all of the rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC Maryland Uniform Commercial Code and other applicable law)laws. Upon the occurrence of an Event of Default hereunder, the Debtor, upon demand by DHCD, shall assemble the Collateral and make it available to DHCD at a place designated by DHCD which is mutually convenient to both parties. Upon the occurrence of an Event of Default hereunder, DHCD or its agents may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize enter upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or brokerDebtor's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, to remove it, to render it unusable, or any part to sell or otherwise dispose of it, and to payall without judicial process or proceedings. Any written notice of the sale, purchase, contractdisposition, or compromise any encumbranceother intended action by DHCD with respect to the Collateral which is required by applicable laws and is sent by certified mail, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party shall have the right upon any such public sale or sales, andpostage prepaid, to the extent permitted Debtor at the address of the Debtor's chief executive office specified below, or such other address of the Debtor which may from time to time be shown on DHCD's records, at least ten (10) days prior to such sale, disposition, or other action, shall constitute reasonable notice to the Debtor. The Debtor shall pay on demand all costs and expenses, including, without limitation, attorneys' fees and expenses incurred by lawor on behalf of DHCD (a) in enforcing the Liabilities, upon any such private and (b) in connection with the taking, holding, preparing for sale or salesother disposition, to purchase the whole selling, managing, collecting, or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale otherwise disposing of the Collateral. Grantor agrees that Secured Party need not give more than ten All of such costs and expenses (10collectively, the “Liquidation Costs”) days' notice together with interest thereon at a per annum rate of interest which is equal to the then highest rate of interest charged on the principal of any of the time Liabilities, plus one percent (1%) per annum, from the date of payment until repaid in full, shall be paid by the Debtor to DHCD on demand and place shall constitute and become a part of any public the Liabilities secured hereby. Any proceeds of sale or other disposition of the time after which a private sale may take place Collateral will be applied by DHCD to the payment of the Liquidation Costs and that such notice is reasonable notification Expense Payments, and any balance of such matters. Grantor shall remain liable for any deficiency if proceeds will be applied by DHCD to the proceeds payment of any sale or disposition the remaining Liabilities in such order and manner of application as DHCD may from time to time in its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiencysole discretion determine.
Appears in 1 contract
Samples: Security Agreement (Clene Inc.)
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, The Secured Parties shall have occurred and while such Event of Default is continuing, Secured Party may exercise in addition to all other the rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating with respect to the Secured Obligations, all rights and remedies Collateral of a secured party under the UCCUniform Commercial Code. Without limiting Upon the generality occurrence of an Event of Default hereunder, the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or Majority Holders shall have the right to appoint a receiver with notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law)Debtor. In addition, may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon with respect to the Collateral, or any part thereof, and may forthwith sellthe Majority Holders may, lease, assign, give an option or options to purchase or in the Event of Default sell or otherwise dispose of cause the Collateral to be sold, at such price and deliver said Collateral (or contract to do so)terms as the Majority Holders may deem best, or any part thereof, in one or more parcels at public or private sale, without demand of performance or notice of intention to sell or of time or place of sale (except such notice as is required by applicable statute and cannot be waived) and any Secured Party or salesanyone else may be the purchaser of any or all of the Collateral so sold and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any equity of redemption of the Debtor, any such demand, notice or right and equity being hereby expressly waived and released. The Debtor shall pay to the Secured Parties the expenses, including reasonable attorneys’ fees, incidental to the enforcement against the Debtor of any of the provisions hereof, or of any of the Liabilities, or any actual or attempted sale, retaking, enforcement, collection, compromise or settlement of any of the Collateral or receipt of the proceeds thereof, and for the care of the Collateral and defending or asserting the rights and claims of the Secured Parties in respect thereof, by litigation or otherwise, including expenses of insurance and all such expenses shall be Liabilities within the terms of this Agreement. The Majority Holders may exercise all or any number of the Secured Parties’ rights and remedies (and they shall be cumulative and not alternative) which it may have hereunder and under the Note, and any other paper delivered by the Debtor, in connection with any of the Liabilities, to the Secured Parties, and under the Uniform Commercial Code or any other law, or otherwise, at any exchange time or broker's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of ittimes, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releasesin part. Grantor further agrees, at The Secured Party's request, Parties shall be under no liability to assemble its Collateral and make it available to anyone for the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds exercise of any such collection, recovery, receipt, appropriation, realization rights or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such applicationfailure to exercise any thereof, and only after so paying over such net proceeds and after exercise or failure shall not affect or discharge any liability of the payment by Secured Party of Debtor or any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantorperson. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if If the proceeds of any sale or of other lawful disposition of its the Collateral following an Event of Default are insufficient to pay the expenses, including attorneys’ fees, of retaking, holding, preparing it for sale or other disposition and selling it or otherwise disposing it, and to satisfy all amounts of the Liabilities to which the Secured Party is Parties, then the Debtor agrees to pay any deficiency. The Debtor shall be entitled from Grantor, Grantor also being liable for the attorney costs to any surplus if one results after lawful application of any attorneys employed by Secured Party to collect such deficiencyproceeds.
Appears in 1 contract
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party Lenders may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the NoteMNB Merchant Agreement, the License and Development Agreement other Transaction Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured PartyLenders, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured Party's Lenders' 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party Lenders 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's Lenders' request, to assemble its the Collateral and make it available to the Secured Party Lenders at places which Secured Party Lenders shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party Lenders shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e)7.1(d) hereof, below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party Lenders of any other amount required by any provision of law, including Section 9-504(1)(c) of the UCC, need Secured Party Lenders account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party Lenders arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or willful misconduct of Lenders. Grantor agrees that Secured Party Lenders need not give more than ten (10) days' notice (which notification shall be deemed given if given in accordance with Section 9.3 of the Reimbursement Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party is entitled from GrantorLenders are entitled, Grantor also being liable for the attorney costs reasonable fees of any attorneys employed by Secured Party Lenders to collect such deficiency.
Appears in 1 contract
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party the Collateral Agent may exercise exercise, in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement any other Loan Documents and under any other instrument Pledged Instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under any applicable Requirement of Law, including the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Secured Partythat, during the continuance of an Event of Default, the Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other person Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted not prohibited by the UCC and other any applicable lawRequirement of Law), may shall have the right to collect the Proceeds from all Collateral (including dividends on pledged Collateral) and may: (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shopship, advertise for sale or lease and sell or lease (in the manner provided for herein) the Collateral, and (ii) upon five (5) Business Days' prior notice to the Grantors, license any of the Patents, Trademarks or Copyrights, throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine, whether general, special or otherwise, and on an exclusive or nonexclusive basis, (iii) enforce (and, upon notice to the Grantors, shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of the Grantors in, to and under any one or more license agreements with respect to the Collateral (without assuming any obligations or liability thereunder), and take or refrain from taking any action under any thereof, (iv) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract Contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured Partythe Administrative Agent's or Collateral Agent's offices or elsewhere at such 20 prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To , and (v) exercise (A) all voting, consent, corporate and other rights pertaining to the extent pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant Grantor has of pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any issuer of pledged Collateral, the right to deposit and deliver any and all of the pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so, so or delay in so doing. (b) Each Grantor authorizes Secured Partythe Collateral Agent, on the terms set forth in this Section 5 7, to (i) enter the premises where the Collateral is located, to (ii) take possession of the Collateral, or any part of it, and to (iii) pay, purchase, contract, contest or compromise any encumbrance, charge, or lien Lien which, in the opinion of Secured Partythe Collateral Agent, appears to be prior or superior to its security interest. Secured Party The Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted not prohibited by lawapplicable any Requirement of Law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title, which procedures shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor further agrees, at Secured Partythe Collateral Agent's request, to assemble its the Collateral and make it available to the Secured Party Collateral Agent at places which Secured Party the Collateral Agent shall reasonably select, whether at such Grantor's premises or elsewhere. Secured Party The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e7(g), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted not prohibited by any applicable lawRequirement of Law, each Grantor waives all claims, damages, and demands against Secured Party the Collateral Agent arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or willful misconduct of the Collateral Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Grantor agrees that Secured Party the Collateral Agent need not give more than ten (10) days' prior notice (which notification shall be deemed given in accordance with the Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor (c) As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when the Collateral Agent shall remain liable determine to exercise its right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any deficiency reason whatsoever, be effectively registered under Securities Act of 1933 (the "Act"), the Collateral Agent may, in its discretion (subject only to applicable requirements of any applicable Requirement of Law), sell such Collateral or part thereof by private 21 sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable, but subject to the other requirements of this Section 7(c), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Collateral Agent may, in its sole discretion, (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act, (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 7(c), if any of such Collateral shall not be freely distributable to the public without registration under the Act at the time of any proposed sale hereunder, then the Collateral Agent shall not be required to effect such registration or cause the same to be effected but may, in its sole discretion (subject only to any Requirement of Law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the Collateral Agent may, in its sole discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other Requirement of Law affecting the enforcement of creditors' rights and the Act and all applicable state securities laws. (d) Each Grantor agrees that in any sale of any of such Collateral, whether at a foreclosure sale or otherwise, the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of any applicable Requirement of Law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the dividend or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority, and such Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Collateral Agent be liable nor accountable to Grantor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. (e) Each Grantor also agrees to pay all fees, costs and expenses of the Collateral Agent, including attorneys' fees and costs, incurred in connection with the enforcement of any of its rights and remedies hereunder. (f) Each Grantor hereby waives presentment, protest or any notice or demand not provided for herein (to the maximum extent not prohibited by any applicable Requirement of Law) of any kind in connection with this Security Agreement or any Collateral. (g) The proceeds of any sale sale, disposition or other realization upon all or any part of the Collateral shall be, subject to the terms of the Intercreditor Agreement, distributed by the Collateral Agent or the Administrative Agent in the order of priority set forth in Section 2.13 of the Credit Agreement. 22 SECTION 8. Limitation on the Collateral Agent's Duty in Respect of Collateral. The Collateral Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of its any of the Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for if it complies with the attorney costs obligations of any attorneys employed by Secured Party to collect such deficiencya secured party under Section 9-207 of the UCC. SECTION 9.
Appears in 1 contract
Samples: Security Agreement
Rights and Remedies Upon Default. (A) Beginning on Upon the date which is thirty (30) business days after any Event occurrence of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred hereunder (and while such Event of Default is continuing, Secured Party may exercise in addition to all of its other rights rights, powers, and remedies granted to it under this Security Agreement), the NoteLender may, the License at its option, and Development Agreement and under any other instrument or agreement securing, evidencing or relating without notice to the Secured ObligationsPledgor, declare the unpaid balance of the Pledgor's Liabilities to be immediately due and payable. The occurrence or non-occurrence of an Event of Default shall in no manner impair the ability of the Lender to demand payment of any portion of the Pledgor's Liabilities which are payable on demand. The Lender shall have all of the rights and remedies of a secured party under the UCCUniform Commercial Code. Without limiting Upon the generality occurrence of an Event of Default hereunder, the foregoingPledgor, Grantor expressly agrees that in any such event Secured Partyupon demand by the Lender, without demand of performance or other demand, advertisement or notice of any kind (except shall assemble the notice specified below of time Collateral and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived make it available to the maximum extent permitted Lender at a place designated by the UCC and other applicable law)Lender which is mutually convenient to both parties. Upon the occurrence of an Event of Default hereunder, the Lender or its agents may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize enter upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or brokerPledgor's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, to remove it, to render it unusable, or any part to sell or otherwise dispose of it, all without judicial process or proceedings. The parties hereto hereby declare that all accounts receivable and other collateral transferred to Lender hereunder, are transferred in fact to secure loans and are not, in fact, sold to Lender whether any assignment thereof which is separate from this Agreement is in form absolute or not. The Lender, in its sole discretion, in its name or the name of the Pledgor, or otherwise, demand, xxx for, collect or receive any money or property at any time payable the receivable or account of or in exchange for, or make any compromise or settlement being desirable with respect thereto, any of the Collateral, but shall be under no obligation so to do, or Lender may extend the time of payment, arrange for payment in installments, or otherwise modify the term of or release, any of the Collateral, without thereby incurring any responsibility to or discharging or otherwise affecting any liability of the Pledgor. The Lender will not be required to take any steps to preserve any rights against prior parties to the Collateral. If the Pledgor fails to make any payment or take any action required under the Loan Agreement or the Note or the Pledgor fails to take any action required herein, the Lender may make such payments and take all such actions as the Lender deems necessary to protect the Lender's security interests in the Collateral and/or the value thereof, and the Lender is hereby authorized (without limiting the general nature of the authority hereinabove conferred) to pay, purchase, contract, contest or compromise any encumbranceencumbrances, charge, charges or lien which, liens which in the opinion judgment of Secured Party, appears the Lender appear to be equal to, prior to or superior to its the security interestinterests of the Lender in the Collateral. Secured Party shall have Any written notice of the right upon any such public sale sale, disposition, or salesother intended action by the Lender with respect to the Collateral which is required by applicable laws and is sent by certified mail, andpostage prepaid, to the extent permitted by lawPledgor at the address of the Pledgor's chief executive office specified below, upon any or such private sale or sales, other address of the Pledgor which may from time to purchase time be shown on the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agreesLender's records, at Secured Party's requestleast five (5) days prior to such sale, disposition, or other action, except such other written notice to assemble its Collateral and make it available to the Secured Party Borrower at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public such sale and such other notices as may be required by the Uniform Commercial Code or other applicable statute and that cannot be waived: shall constitute reasonable notice to the Pledgor. The Pledgor shall pay on demand all costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred by or on behalf of the Lender (a) in enforcing the Pledgor's Liabilities, and (b) in connection with the taking, holding, preparing for sale or other disposition, selling, managing, collecting, or otherwise disposing of the time after which a private sale may take place and that such notice is reasonable notification Collateral. All of such matterscosts and expenses (collectively, the "Liquidation Costs") together with interest thereon at a simple per annum rate of interest which is equal to the then highest rate of interest charged on the principal of any of the Pledgor's Liabilities, plus one percent (1%) per annum (but in no event higher than the maximum interest rate permitted by law), from the date of payment until repaid in full, shall be paid by the Pledgor to the Lender on demand and shall constitute and become a part of the Pledgor's Liabilities secured hereby. Grantor shall remain liable for any deficiency if the Any proceeds of any sale or other disposition of the Collateral will be applied by the Lender to the payment of Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the remaining Pledgor's Liabilities in such order and manner of application as the Lender may from time to time in its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiencysole discretion determine.
Appears in 1 contract
Samples: Security Agreement (American Artists Film Corp/Mo/)
Rights and Remedies Upon Default. (A) Beginning on Upon the date which is thirty (30) business days after happening and during the continuation of any Event of DefaultDefault Secured Party (i) may declare Debtor to be in Default hereunder and all or any part of the Indebtedness to be immediately due and payable without notice or demand; (ii) may, except that without any notice whatsoever, demand, collect and xxx for any of the payments, Collateral or proceeds thereof and any funds represented by the Reserve and retain and apply such period shall be ten proceeds and funds against the Indebtedness, (10iii) business days for an Event take whatever actions as are legally available to it in enforcing the rights or remedies under any or all of Default arising from a payment not timely made by Grantorthe Contracts, or to mitigate damages under the Contracts or to (but Secured Party, shall not be required to) cure any default of Debtor or provide for the performance of Debtor's obligations under the Contracts; (iv) terminate the Commitment and discontinue making any Loans pursuant to this Agreement; (v) shall have occurred and while such Event all of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCCUCC and under any other applicable law from time to time in effect and (vi) may xxx or take any other legal action to collect all the Indebtedness from Debtor. Secured Party may also exercise any additional remedies granted herein, in any other agreement now or hereafter in effect between Debtor and Secured Party, in any Contract, or otherwise granted by law or equity. Without limiting the generality of the foregoing, Grantor at all times and for any reason Secured Party shall have the right to (i) make a demand for payment of any Indebtedness which is payable upon demand and (ii) upon the third (3rd) occurrence of an Event of Default of the type described in Section 10(a)(i) above, provided that each such Event of Default results from the Debtor's failure to make payment when due to the Secured Party in an amount of no less than $50,000.00, confess judgment against the Debtor pursuant to Section 12(f) below. All rights and remedies of Secured Party under this Agreement, under the Contract, under the UCC, or otherwise shall be cumulative and exercisable concurrently or consecutively or in the alternative, at Secured Party's option. Without limiting the generality of the foregoing, Debtor expressly agrees that in any such event that, after an Event of Default and during the continuation thereof, Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), Party may (i) reclaimsubject to Obligor's right under the Contract, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or lawfully enter any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said premises where any Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any concerning which an Event of Secured Party's offices or elsewhere at such prices as it Default has occurred) may deem best, for cash or on credit or for future delivery be without assumption of any credit risk. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to judicial process and take possession of the Collateral, or any part of it, (ii) directly xxxx and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in collect for Payments under the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party shall have the right upon any Contracts (and take such public sale or sales, and, further actions with respect to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application8 hereof, and only after so paying over such net proceeds and after the payment by Secured Party (iii) sell, lease or otherwise dispose of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives or all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency.
Appears in 1 contract
Samples: Revolving Credit Agreement and Assignment (Lease Equity Appreciation Fund I Lp)
Rights and Remedies Upon Default. (A) Beginning on Upon the date which is thirty (30) business days after occurrence and during the continuance of any Event of Actionable Default, except that such period shall be ten the Collateral Agent is given full power and authority (10a) business days to enforce the Pledged Notes in accordance with their terms, in its own name or in the name of the Pledgor, and to receive, endorse and collect all cash, checks and other orders for an Event the payment of Default arising from a money made payable to the Pledgor representing any interest payment, principal payment not timely made by Grantoror other distribution payable or distributable in respect of, shall have occurred and while such Event of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreementor otherwise constituting, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor Collateral or any other person (all part thereof and each of which demands, advertisements and notices are hereby expressly waived to give full discharge for the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateralsame, and (iib) forthwith collectto sell, receive, appropriate assign and realize upon deliver or collect the Collateral, whole or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, substitute therefor or compromise any encumbrance, charge, or lien whichaddition thereto, in the opinion of Secured Party, appears to be prior one or superior to its security interest. Secured Party shall have the right upon any such public sale or more sales, andwith or without any previous demands or demand of performance or, to the extent permitted by law, upon notice or advertisement, in such order as the Collateral Agent may elect; and any such sale may be made either at public or private sale at the Collateral Agent's place of business or elsewhere, either for cash or upon credit or for future delivery, at such price as the Collateral Agent may reasonably deem fair; and the Collateral Agent may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of the Pledgor or right of redemption. Demands of performance, advertisements and presence of property and sale and notice of sale are hereby waived to the extent permissible by law. Any sale hereunder may be conducted by an auctioneer or any officer or agent of the Collateral Agent. The Pledgor recognizes that the Collateral Agent may be unable to effect a public sale of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state law, and may be otherwise delayed or adversely affected in effecting any sale by reason of present or future restrictions thereon imposed by governmental authorities, and that as a consequence of such prohibitions and restrictions the Collateral Agent may be compelled (i) to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof, or (ii) to seek regulatory approval of any proposed sale or sales, or (iii) to purchase limit the whole amount of Collateral sold to any Person or any part of said group. The Pledgor agrees and acknowledges that private sales so made may be at prices and upon terms less favorable to the Pledgor than if such Collateral so soldwas sold either at public sales or at private sales not subject to other regulatory restrictions, free and that the Collateral Agent has no obligation to delay the sale of any right of the Collateral for the period of time necessary to permit the issuer of such Collateral to register or equity otherwise qualify the Pledged Notes, even if any issuer or maker of redemption, which equity of redemption Grantor hereby releasesthe Pledged Notes would agree to register or otherwise qualify such Collateral for public sale under the Securities Act or applicable state law. Grantor The Pledgor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claimsthat the use of private sales made under the foregoing circumstances to dispose of the Collateral shall be deemed to be dispositions in a commercially reasonable manner. The Pledgor hereby acknowledges that a ready market does not exist for the Pledged Notes and agrees and acknowledges that as a result thereof the Pledged Notes may be sold for an amount less than the face amount thereof. In addition to the foregoing, damages, and demands against the Secured Party arising out of may exercise such other rights and remedies as may be available under the repossessionCredit Transaction Documents, retention at law (including without limitation the UCC) or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiencyin equity.
Appears in 1 contract
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party the Collateral Agent may exercise exercise, in addition to all other rights and remedies granted to it under this Security Agreement, the NoteCredit Agreement, the License and Development Agreement other Credit Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under applicable Governmental Rules, including, without limitation, the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Secured Partythat, during the continuance of an Event of Default, the Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other person Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted not prohibited by the UCC and other applicable lawGovernmental Rules), shall have the right to collect the Proceeds from all Collateral (including, without limitation, Distributions on Pledged Collateral) and may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shopship, advertise for sale or lease and sell or lease (in the manner provided for herein) the Collateral, and in connection with liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use, without charge, any trademark, trade name, trade style, copyright, or process used or owned by such Grantor; (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of Secured Party's the Administrative Agent’s or Collateral Agent’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. To risk and (iii) exercise (A) all voting, consent, corporate and other rights pertaining to the extent Grantor has Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so, so or delay in so doing. Each Grantor authorizes Secured Partythe Collateral Agent, on the terms set forth in this Section 5 7, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, contest or compromise any encumbrance, charge, or lien Lien which, in the opinion of Secured Partythe Collateral Agent, appears to be prior or superior to its security interest. Secured Party The Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted not prohibited by lawapplicable Governmental Rules, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title, which procedures shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor further agrees, at Secured Party's the Collateral Agent’s request, to assemble its the Collateral and make it available to the Secured Party Collateral Agent at places which Secured Party the Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. Secured Party EXHIBIT 99.4 The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e7(g), below, with Grantor remaining the Grantors shall remain liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party the Collateral Agent of any other amount required by any provision of lawapplicable Governmental Rules, including Section 9-608(a)(1)(C) of the UCC (or any other then applicable provision of the UCC), need Secured Party the Collateral Agent account for the surplus, if any, to a Grantor. To the maximum extent permitted not prohibited by applicable lawGovernmental Rules, each Grantor waives all claims, damages, and demands against Secured Party the Collateral Agent arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or willful misconduct of the Collateral Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Grantor agrees that Secured Party the Collateral Agent need not give more than ten (10) days' ’ prior written notice (which notification shall be deemed given in accordance with the Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantorthe Collateral Agent and the Lenders are entitled, Grantor and the Grantors shall also being be liable for the attorney attorneys’ fees or costs of any attorneys employed by Secured Party the Collateral Agent to collect such deficiency.
Appears in 1 contract
Rights and Remedies Upon Default. (Aa) Beginning on Subject to the date which is thirty (30) business days rights of Senior Lender under the Loan Documents and Section 3 hereof, after any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party Grantee may exercise in addition to all other rights and remedies granted to it under this Security Agreement, Agreement and the Note, the License and Development Agreement Notes and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Secured PartyGrantee, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured PartyGrantee'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. To the extent Grantor has the right to do so, each Grantor authorizes Secured PartyGrantee, on the terms set forth in this Section 5 7, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured PartyGrantee, appears to be prior or superior to its security interest. Secured Party Grantee shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Each Grantor further agrees, at Secured PartyGrantee's request, to assemble its Collateral and make it available to the Secured Party Grantee at places which Secured Party Grantee shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party Grantee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), 7(d) below, with each Grantor remaining jointly and severally liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party Grantee of any other amount required by any provision of law, need Secured Party Grantee account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Secured Party Grantee arising out of the repossession, retention or sale of the Collateral. Each Grantor agrees that Secured Party Grantee need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party Grantee is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party Grantee to collect such deficiency.
Appears in 1 contract
Samples: Security Agreement (Crdentia Corp)
Rights and Remedies Upon Default. (A) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party Lenders may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the NoteMNB Merchant Agreement, the License and Development Agreement other Loan Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured PartyLenders, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured Party's Lenders' 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party Lenders 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's Lenders' request, to assemble its the Collateral and make it available to the Secured Party Lenders at places which Secured Party Lenders shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party Lenders shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e)SECTION 7.1(D) hereof, below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party Lenders of any other amount required by any provision of law, including Section 9-504(1)(c) of the UCC, need Secured Party Lenders account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party Lenders arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or willful misconduct of Lenders. Grantor agrees that Secured Party Lenders need not give more than ten (10) days' notice (which notification shall be deemed given if given in accordance with SECTION 9.3 of the Reimbursement Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party is entitled from GrantorLenders are entitled, Grantor also being liable for the attorney costs reasonable fees of any attorneys employed by Secured Party Lenders to collect such deficiency.
Appears in 1 contract
Rights and Remedies Upon Default. (Aa) Beginning on Upon the date which is thirty (30) business days after occurrence and during the continuation of any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise shall have, in addition to all other rights and remedies granted to it under this Security provided herein, in the Credit Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligationsby applicable law, all of the rights and remedies of a secured party Secured Party under the UCC. Without limiting Code, and under the generality of the foregoing, Grantor expressly agrees that Uniform Commercial Code as enacted in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except jurisdiction in which the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), Collateral may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateralbe found, or any part thereof, and may forthwith sell, lease, assign, give an option in which Debtor becomes involved in proceedings in insolvency or options to purchase or sell or otherwise dispose of and deliver said Collateral bankruptcy. (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party shall have the right upon any such public sale or sales, andb) Debtor agrees that, to the extent permitted notice of sale shall be required by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) least 10 days' notice to Debtor of the time and place of any public sale or of the time after which a any private sale may take place and that such notice or any other intended disposition is to be made shall constitute reasonable notification of such matterssale or disposition. Grantor Secured Party shall remain liable not be obligated to make any sale of Collateral regardless of notice of sale having been given. 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. (c) Secured Party may, instead of exercising the powers of sale provided for herein and under the Code, proceed by a suit or suits, at law or in equity, to foreclose the security interest granted under this Agreement and sell the Collateral, or any deficiency if the proceeds portion thereof, under a judgment or decree of any sale court or disposition courts of its Collateral are insufficient to pay all amounts to which competent jurisdiction. Secured Party is entitled from Grantor, Grantor shall also being liable have the right to apply for the attorney costs and have a receiver appointed by a court of competent jurisdiction in any attorneys employed action taken by Secured Party to enforce its rights and remedies hereunder, to manage, protect and preserve the Collateral or continue the operation of the business of Debtor, and Secured Party shall be entitled to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such deficiencyreceivership, including the compensation of the receiver, and to the payment of the Obligations until a sale or other disposition of such Collateral shall be finally made and consummated. (d) In the event of any disposition or collection of or any other realization upon all or any part of the Collateral, Secured Party shall apply the proceeds of such disposition, collection or other realization as follows: (I) First, to the payment of the reasonable costs and expenses of Secured Party in exercising or enforcing its rights hereunder, including, but not limited to, costs and expenses incurred in retaking, holding and/or preparing the Collateral for sale, lease or other disposition, and in collecting or attempting to collect any of the Collateral, and to the payment of all amounts payable to Secured Party pursuant to Section 6 hereof; (ii) Second, to the payment of the Obligations; and (iii) Third, after payment in full of all of the Obligations, the surplus, if any, shall be paid to Debtor or to whomsoever may be lawfully entitled to receive such surplus. 6.
Appears in 1 contract
Samples: Credit Agreement (Maxtor Corp)
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party Parties or Agent may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the NoteCredit Agreement, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured ObligationsLoan Documents, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured PartyAgent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of Secured Party's Agent’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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, Parties and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party Agent 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's Agent’s request, to assemble its the Collateral and make it available to the Secured Party Agent at places which Secured Party Agent shall reasonably select, whether at Grantor's ’s premises or elsewhere. Secured Party If any Collateral shall require rebuilding, repairing, maintenance, preparation, or is in process or other unfinished state, the Agent shall have the right, at its option, to do such rebuilding, repairing, preparation, processing or completion of manufacturing, for the purpose of putting the Collateral in such salable or disposable form as it shall deem appropriate. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e)7(d) hereof, below, with Grantor remaining liable for with respect to its Obligations to the extent of any deficiency remaining unpaid after between the amount of the proceeds of the Collateral granted by it hereunder and the aggregate amount of such applicationObligations, and only after so paying over such net proceeds and after the payment by Secured Party Agent of any other amount required by any provision of law, including any applicable provision of Article 9 of the UCC, need Secured Party Agent account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party Parties and Agent arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or willful misconduct of Secured Parties or Agent. Grantor agrees that Secured Party Agent need not give more than ten (10) days' ’ notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantor at its address referred to on the signature page of the Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party is entitled from GrantorParties and Agent are entitled, Grantor also being liable for the attorney costs reasonable fees of any attorneys employed by Secured Party Parties and Agent to collect such deficiency.
Appears in 1 contract
Rights and Remedies Upon Default. (Aa) Beginning on Upon occurrence and during the date which is thirty (30) business days after any continuance of an Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise at its option accelerate Debtor’s payment obligations under the Secured Promissory Note and shall have, in addition to all other rights and remedies granted to it under this Security Agreementthe Loan Documents and applicable law, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCCCalifornia Commercial Code, including, without limitation, the right to take possession of and/or sell the Collateral. Without limiting the generality of the foregoing, Grantor Debtor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor Debtor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any trademark, copyright, or process used or owned by Debtor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of Secured Party's ’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. To For that purpose, Secured Party may, so far as Debtor can give authority therefor, enter upon any premises on which the extent Grantor has Collateral may be located or situated in and remove the right same therefrom without liability for rent, storage or other costs. Upon request, Debtor shall assemble and make the Collateral available to do so, Grantor authorizes Secured Party at a place to be designated by Secured Party, on the terms set forth in this Section 5 which is reasonably convenient to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency.
Appears in 1 contract
Samples: Security Agreement (Zvue Corp)
Rights and Remedies Upon Default. (A) Beginning on Upon the date which is thirty (30) business days after occurrence of any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing: Upon the written consent of the Secured Party, the Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, Purchase Agreement all rights and remedies of a secured party Secured Party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event the Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon either Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law)person, may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any Trademark, Copyright, or process used or owned by either Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of the Secured Party's offices or elsewhere at such prices as it may deem bestcommercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Each Grantor further agrees, at the Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at a Grantor's premises or elsewhere. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e6(e), below, with Grantor Platinum remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Each Grantor agrees that the Secured Party need not give more than ten thirty (1030) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency.
Appears in 1 contract
Samples: Security Agreement (Platinum Research Organization, Inc.)
Rights and Remedies Upon Default. (Aa) Beginning on Upon the date which is thirty (30) business days after any occurrence of an Event of Default, Regions shall have any and all rights and remedies existing at law or in equity and shall have the right, at its sole election, at any time to exercise any or all of such remedies concurrently, successively or separately, without notice to Company (unless specifically stated in this Agreement). Without limiting the foregoing, Regions may at its election declare any or all Schedules, to be in default and exercise any and all rights and remedies specified in the applicable Schedule(s) as well as the following rights and remedies; (i) proceed at law or in equity to enforce specifically Company’s performance or to recover damages; (ii) require Company to immediately assemble, make available and if requested by Regions return the Equipment (or, if so requested, any Items designated by Regions) to Regions at a time and place designated by Regions; (iii) enter any premises where any Item may be located and repossess, disable or take possession of such Item (and/or any attached or unattached parts) by self-help, summary proceedings or otherwise without liability for rent, costs, damages or otherwise; (iv) use Company’s premises for storage without rent or liability; (v) sell, lease or otherwise dispose of the Equipment or such Items at private or public sale, in bulk or in parcels, with or without notice except that to the extent required by applicable law, and without having the Equipment or such period shall be ten Items present at the place of sale; (10vi) business days for disable or keep idle all or part of the Equipment or such Items; or (vii) accelerate Company’s obligations and recover from Company an amount equal to the sum of the following (the “Required Default Amount”): (A) the “Base Default Amount” set forth in the applicable Schedule; (B) all costs and expenses incurred by Regions in any repossession, transportation, recovery, storage, refurbishing, advertising, repair, sale, re-lease, or other disposition of the Equipment or Regions enforcement of its rights hereunder, including Attorneys’ Fees and any brokers’ or similar fees or any other fees, costs or expenses resulting from the Event of Default; plus (C) interest on the amounts due in Sections X(a)(vii) (A) and (B) from the date due until paid at a rate of eighteen percent (18%) per annum or the highest rate allowed by law, whichever is lower. Notwithstanding the foregoing, upon the occurrence of an Event of Default arising under Section IX(d) or (e) above, Company’s obligations hereunder shall automatically accelerate and Company shall be deemed to immediately owe to Regions without notice or demand from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security AgreementRegions, the Note, the License Required Default Amount. Company expressly acknowledges that this Agreement sets forth a reasonable amount and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies reasonable formula for calculation of a secured party under the UCC. Without limiting the generality liquidated damages in light of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required anticipated harm caused by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted default by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place Company hereunder and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale harm would otherwise be difficult or disposition of its Collateral are insufficient impossible to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiencycalculate or ascertain.
Appears in 1 contract
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party the Administrative Agent may exercise exercise, in addition to all other rights and remedies granted to it under this Security Agreement, the NoteCredit Agreement, the License and Development Agreement other Credit Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under applicable law, including, without limitation, the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Secured Partythe Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor the Grantors or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted not prohibited by the UCC and other applicable law), shall have the right to collect the Proceeds from all Collateral (including, without limitation, dividends or distributions on Pledged Collateral) and may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shopship, advertise for sale or lease and sell or lease (in the manner provided for herein) the Collateral, and in connection with liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any trademark, trade name, trade style, copyright, or process used or owned by any Grantor; (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of Secured Party's the Administrative Agent’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. To risk and (iii) exercise (A) all voting, consent, corporate and other rights pertaining to the extent Grantor has Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of securities pledged hereunder, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so, so or delay in so doing. Each Grantor authorizes Secured Partythe Administrative Agent, on the terms set forth in this Section 5 7, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contractcontest, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Partythe Administrative Agent, appears to be prior or superior to its security interest. Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted not prohibited by applicable law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title, which procedures shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor further agrees, at Secured Party's the Administrative Agent’s request, to assemble its the Collateral and make it available to the Secured Party Administrative Agent at places which Secured Party the Administrative Agent shall reasonably select, whether at any Grantor's ’s premises or elsewhere. Secured Party The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e7(g), below, with Grantor remaining and Grantors shall remain liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party the Administrative Agent of any other amount required by any provision of law, including Section 9-608(a)(l)(C) of the UCC (or any other then applicable provision of the UCC), need Secured Party the Administrative Agent account for the surplus, if any, to Grantorthe Grantors. To the maximum extent permitted not prohibited by applicable law, each Grantor waives all claims, damages, and demands against Secured Party the Administrative Agent arising out of the repossession, retention or sale of the CollateralCollateral except such as are determined by a final, non-appealable judgment of a court of competent jurisdiction to arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Grantor agrees that Secured Party the Administrative Agent need not give more than ten (10) days' ’ prior written notice (which notification shall be deemed given in accordance with the Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient insufficient, to pay all amounts to which Secured Party is entitled from Grantorthe Administrative Agent, Grantor the Security Trustee and the Lenders are entitled, and Grantors shall also being be liable for the attorney attorneys’ fees or costs of any attorneys employed by Secured Party the Administrative Agent to collect such deficiency.
Appears in 1 contract
Samples: Guaranty Agreement (American Commercial Lines Inc.)
Rights and Remedies Upon Default. (A) Beginning on Upon the date which is thirty (30) business days after any Event occurrence of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantorhereunder, Lender may, at its option, and without notice to the Company, and, without limiting any other available rights and remedies, cause the acceleration of the Liabilities, which shall have occurred become immediately due and while such payable. The occurrence or non-occurrence of an Event of Default is continuing, Secured Party may exercise shall in addition no manner impair the ability of Lender to demand payment of any portion of the Liabilities which are payable on demand. Lender shall have all other rights and remedies granted to it under this Security Agreement, of the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (law in the manner provided herein) State of Florida or other applicable law of any other applicable jurisdiction. Upon the Collateraloccurrence of an Event of Default hereunder, the Company, upon written demand by Lender, shall assemble the Collateral and (ii) forthwith collectmake it available to Lender at a place designated by Lender which is mutually convenient to both parties. Upon the occurrence of an Event of Default hereunder, receive, appropriate and realize Lender or its agents may enter upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of 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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the Company’s premises where the Collateral is located, to take possession of the Collateral, to remove it, to render it unusable, or any part to sell or otherwise dispose of it, and to payall without judicial process or proceedings; provided, purchasehowever, contractall such action shall be taken in commercially reasonable manners. Any written notice of the sale, disposition, or compromise any encumbranceother intended action by Lender with respect to the Collateral which is required by applicable laws and is sent by certified mail, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party shall have the right upon any such public sale or sales, andpostage prepaid, to the extent permitted Company at the address of the Company’s principal place of business specified in the first paragraph hereof, or such other address which may from time to time be shown on the Lender’s records, at least ten (10) days prior to such sale, disposition, or other action, shall constitute reasonable notice to the Company. The Company shall pay on written demand all costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred by lawor on behalf of Lender (a) in enforcing the Liabilities, upon any such private and (b) in connection with the taking, holding, preparing for sale or salesother disposition, to purchase the whole selling, managing, collecting, or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale otherwise disposing of the Collateral. Grantor agrees that Secured Party need not give more than ten All of such costs and expenses (10) days' notice collectively, the “Liquidation Costs”), together with interest thereon at a simple per annum rate of interest which is equal to the Default Rate from the date of payment until repaid in full, shall be paid by the Company to Lender on written demand and shall constitute and become a part of the time and place Liabilities secured hereby. Any proceeds of any public sale or other disposition of the time after which a private sale may take place Collateral will be applied by Lender to the payment of Liquidation Costs and that such notice is reasonable notification Expense Payments, and any balance of such mattersproceeds will be applied by Lender to the payment of the remaining Liabilities in such order and manner of application as Lender may from time to time in its sole discretion determine. Grantor If any deficiency exists, the Company shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency.
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Samples: Credit and Security Agreement (Sun Hydraulics Corp)
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party Lender may exercise exercise, in addition to all other rights and remedies granted to it under this Guaranty and Security Agreement, the NoteLoan Agreement, the License and Development Agreement other Loan Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCCUCC or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Secured PartyLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other person (all and each of which demands, presentments, protests, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shopship, advertise for sale or lease and sell or lease (in the manner provided for herein) the Collateral, and in connection with liquidation of the Collateral and collection of the accounts receivable pledged as Collateral; and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and and/or may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured PartyLender's offices or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent Grantor has the right to do so, Each Grantor authorizes Secured PartyLender, on the terms set forth in this Section 5 SECTION 7, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contractcontest, or compromise any encumbrance, charge, or lien which, in the opinion of Secured PartyLender, appears to be prior or superior to its security interest. Secured Party Lender 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Each Grantor further agrees, at Secured PartyLender's request, to assemble its the Collateral and make it available to the Secured Party Lender at places which Secured Party Lender shall reasonably select, whether at such Grantor's premises or elsewhere. Secured Party Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such applicationthe Loan Agreement, and only after so paying over such net proceeds and after the payment by Secured Party Lender of any other amount required by any provision of law, including Section 9504(1)(c) of the UCC, need Secured Party Lender account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Secured Party Lender arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or willful misconduct of Lender. Each Grantor agrees that Secured Party Lender need not give more than ten (10) days' prior written notice (which notification shall be deemed given in accordance with the Loan Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency.reasonable
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Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured Party's offices or elsewhere at such prices as it it, in its reasonable discretion, may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its the Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(eSubsection 8(d), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, including Section 9504(1)(c) of the UCC, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or willful misconduct of Secured Party. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantorentitled, Grantor also being liable for the attorney costs fees and expenses of any attorneys employed by Secured Party to collect such deficiency.
Appears in 1 contract
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period shall be ten (10) business days for an Default or Potential Event of Default arising from a payment not timely made by Grantorshall occur, shall have occurred and while such Event of Default is continuing, Secured Party Banks or Agent may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the NoteCredit Agreement, the License and Development Agreement other Loan Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured PartyAgent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of Secured Party's Agent’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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, Banks and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party Agent 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's Agent’s request, to assemble its the Collateral and make it available to the Secured Party Agent at places which Secured Party Agent shall reasonably select, whether at Grantor's ’s premises or elsewhere. Secured Party If any Collateral shall require rebuilding, repairing, maintenance, preparation, or is in process or other unfinished state, the Agent shall have the right, at its option, to do such rebuilding, repairing, preparation, processing or completion of manufacturing, for the purpose of putting the Collateral in such salable or disposable form as it shall deem appropriate. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e)7(d) hereof, below, with Grantor remaining liable for with respect to its Loan Document Obligations and Hedging Obligations to the extent of any deficiency remaining unpaid after between the amount of the Proceeds of the Collateral granted by it hereunder and the aggregate amount of such applicationObligations, and only after so paying over such net proceeds and after the payment by Secured Party Agent of any other amount required by any provision of law, including any applicable provision of Article 9 of the UCC, need Secured Party Agent account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party Banks and Agent arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or willful misconduct of Banks or Agent. Grantor agrees that Secured Party Agent need not give more than ten (10) days' ’ notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantor at its address referred to on the signature page of the Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party is entitled from GrantorBanks and Agent are entitled, Grantor also being liable for the attorney costs reasonable fees of any attorneys employed by Secured Party Banks and Agent to collect such deficiency.
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Rights and Remedies Upon Default. (A) Beginning on Upon the date which is thirty (30) business days after any Event occurrence of Default, except that such period shall be ten (10) business days for an Event -------------------------------- of Default arising from a payment not timely made by Grantor, shall have occurred (and while such Event of Default is continuing, Secured Party may exercise in addition to all other rights of its rights, powers and remedies granted to it under this Security Agreement and the Loan Agreement), the NoteSecured Party may, at its option, declare the License unpaid balance of all or any part of the Obligations to be immediately due and Development Agreement payable, and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, Party shall have all of the rights and remedies of a secured party under the UCCMaryland Uniform Commercial Code and other applicable laws. Without In addition to the foregoing and without limiting the generality thereof, after the occurrence of an Event of Default, the Secured Party may at any time and from time to time, in its sole discretion, (i) request any account debtor obligated on any of the foregoing, Grantor expressly agrees that in any such event Collateral to make payments thereon directly to the Secured Party, without demand and to take control of performance or other demand, advertisement or notice the cash and non-cash proceeds of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the such Collateral, and ; (ii) forthwith collectcompromise, receiveextend, appropriate and realize upon the Collateralrenew, or any part thereofrelease, and may forthwith sell, lease, assign, give an option or options to purchase or sell discharge or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at deal with any of Secured Party's offices or elsewhere at such prices the Collateral as it may deem bestadvisable; (iii) make exchanges, for cash substitutions, or on credit surrenders of all or for future delivery any part of the Collateral; (iv) remove from the Borrower's place of business all books, records, ledger sheets, correspondence, invoices and documents relating to, evidencing or securing any of the Collateral, or, without assumption of any credit risk. To cost or expense to the extent Grantor has the right to do so, Grantor authorizes Secured Party, on make such use of Borrower's place(s) of business as may be reasonably necessary to administer, control and collect the terms set forth in this Section 5 to Collateral, (v) the Secured Party or its agents may enter upon the Borrower's premises where the Collateral is located, to take possession of the Collateral, to remove it, to render it unusable or any part to sell or otherwise dispose of it, and to pay(vi) sell, purchase, contract, pledge or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party otherwise disburse of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale Subsidiaries stock that constitutes part of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency.
Appears in 1 contract
Rights and Remedies Upon Default. (A) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party Lender may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the NoteBoatmen's Merchant Agreement, MNB Merchant Agreement, the License and Development Agreement other Loan Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured PartyLender, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured PartyLender'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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party Lender 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured PartyLender's request, to assemble its the Collateral and make it available to the Secured Party Lender at places which Secured Party Lender shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e)SECTION 7(D) hereof, below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party Lender of any other amount required by any provision of law, including Section 9-504(1)(c) of the UCC, need Secured Party Lender account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party Lender arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or willful misconduct of Lender. Grantor agrees that Secured Party Lender need not give more than ten (10) days' notice (which notification shall be deemed given if given in accordance with SECTION 9.3 of the Reimbursement Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party Lender is entitled from Grantorentitled, Grantor also being liable for the attorney costs reasonable fees of any attorneys employed by Secured Party Lender to collect such deficiency.
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Rights and Remedies Upon Default. (A) Beginning on REMEDIES. Upon the date which is thirty (30) business days after occurrence and during the continuance of any Event of Default, except Borrower agrees that Lender may take such period action, without notice or demand, as it deems advisable to protect and enforce its rights against Borrower and in and to the Property, including, but not limited to, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Lender may determine, in their sole discretion, without impairing or otherwise affecting the other rights and remedies of Lender: declare the entire unpaid Debt to be immediately due and payable; institute proceedings, judicial or otherwise, for the complete foreclosure of this Security Instrument under any applicable provision of law, in which case the Property or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Security Instrument for the portion of the Debt then due and payable, subject to the continuing lien and security interest of this Security Instrument for the balance of the Debt not then due, unimpaired and without loss of priority; sell for cash or upon credit the Property or any part thereof and all estate, claim, demand, right, title and interest of Borrower therein and rights of redemption thereof, pursuant to power of sale or otherwise, at one or more sales, as an entity or in parcels, at such time and place, upon such terms and after such notice thereof, all as may be required or permitted by law; and, without limiting the foregoing: In connection with any sale or sales hereunder, Lender shall be ten (10) business days for an entitled to elect to treat any of the Property which consists of a right in action or which is property that can be severed from the Real Property covered hereby or any improvements without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with applicable law, separate and apart from the sale of Real Property. Where the Property consists of Real Property, Personal Property, Equipment or Fixtures, whether or not such Personal Property or Equipment is located on or within the Real Property, Lender shall be entitled to elect to exercise its rights and remedies against any or all of the Real Property, Personal Property, Equipment and Fixtures in such order and manner as is now or hereafter permitted by applicable law; Lender shall be entitled to elect to proceed against any or all of the Real Property, Personal Property, Equipment and Fixtures in any manner permitted under applicable law; and if Lender so elects pursuant to applicable law, the power of sale herein granted shall be exercisable with respect to all or any of the Real Property, Personal Property, Equipment and Fixtures covered hereby, as designated by Lender, and Lender is hereby authorized and empowered to conduct any such sale of any Real Property, Personal Property, Equipment and Fixtures in accordance with the procedures applicable to Real Property; Should Lender elect to sell any portion of the Property which is Real Property or which is Personal Property, Equipment or Fixtures that the Lender has elected under applicable law to sell together with Real Property in accordance with the laws governing a sale of Real Property, Lender shall give such notice of Event of Default arising from a payment not timely made Default, if any, and election to sell as may then be required by Grantorlaw. Thereafter, upon the expiration of such time and the giving of such notice of sale as may then be required by law, and without the necessity of any demand on Borrower, Lender at the time and place specified in the notice of sale, shall have occurred sell such Real Property or part thereof at public auction to the highest bidder for cash in lawful money of the United States. Lender may from time to time postpone any sale hereunder by public announcement thereof at the time and while place noticed therefor; If the Property consists of several lots, parcels or items of property, Lender shall, subject to applicable law, (A) designate the order in which such Event lots, parcels or items shall be offered for sale or sold, or (B) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner Lender designates. Any Person, including Borrower or Lender, may purchase at any sale hereunder. Should Lender desire that more than one sale or other disposition of Default is continuingthe Property be conducted, Secured Party Lender shall, subject to applicable law, cause such sales or dispositions to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as Lender may designate, and no such sale shall terminate or otherwise affect the lien of this Security Instrument on any part of the Property not sold until all the Debt has been paid in full. In the event Lender elects to dispose of the Property through more than one sale, except as otherwise provided by applicable law, Borrower agrees to pay the costs and expenses of each such sale and of any judicial proceedings wherein such sale may be made; institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein, in the Note, the Loan Agreement or in the other Loan Documents; recover judgment on the Note either before, during or after any proceedings for the enforcement of this Security Instrument or the other Loan Documents; apply for the appointment of a receiver, trustee, liquidator or conservator of the Property, without notice and without regard for the adequacy of the security for the Debt and without regard for the solvency of Borrower, any guarantor, indemnitor with respect to the Loan or of any Person, liable for the payment of the Debt; the license granted to Borrower under SECTION 1.2 hereof shall automatically be revoked and Lender may enter into or upon the Property, either personally or by its agents, nominees or attorneys and dispossess Borrower and its agents and servants therefrom, without liability for trespass, damages or otherwise and exclude Borrower and its agents or servants wholly therefrom, and take possession of all books, records and accounts relating thereto and Borrower agrees to surrender possession of the Property and of such books, records and accounts to Lender upon demand, and thereupon Lender may (i) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Property and conduct the business thereat; (ii) complete any construction on the Property in such manner and form as Lender deems advisable; (iii) make alterations, additions, renewals, replacements and improvements to or on the Property; (iv) exercise all rights and powers of Borrower with respect to the Property, whether in addition the name of Borrower or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents of the Property and every paxx thereof; (v) require Borrower to pay monthly in advance to Lender, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of such part of the Property as may be occupied by Borrower; (vi) require Borrower to vacate and surrender possession of the Property to Lender or to such receiver and, in default thereof, Borrower may be evicted by summary proceedings or otherwise; and (vii) apply the receipts from the Property to the payment of the Debt, in such order, priority and proportions as Lender shall deem appropriate in its sole discretion after deducting therefrom all expenses (including reasonable attorneys' fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, Other Charges, insurance and other expenses in connection with the Property, as well as just and reasonable compensation for the services of Lender, its counsel, agents and employees; exercise any and all rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party upon default under the UCC. Without Uniform Commercial Code, including, without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may : (i) reclaimthe right to take possession of the Fixtures, take possessionthe Equipment, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, Personal Property or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured Party's offices or elsewhere at take such prices other measures as it Lender may deem bestnecessary for the care, for cash or on credit or for future delivery without assumption of any credit risk. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession protection and preservation of the CollateralFixtures, or any part of itthe Equipment, the Personal Property, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to (ii) request Borrower at its security interest. 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, expense to assemble its Collateral the Fixtures, the Equipment, the Personal Property and make it available to Lender at a convenient place acceptable to Lender. Any notice of sale, disposition or other intended action by Lender with respect to the Secured Party Fixtures, the Equipment, the Personal Property sent to Borrower in accordance with the provisions hereof at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than least ten (10) days' days prior to such action, shall constitute commercially reasonable notice to Borrower; apply any sums then deposited or held in escrow or otherwise by or on behalf of Lender in accordance with the terms of the time Loan Agreement, this Security Instrument or any other Loan Document to the payment of the following items in any order in its uncontrolled discretion: Taxes and place Other Charges; Insurance Premiums; Interest on the unpaid principal balance of the Note; Amortization of the unpaid principal balance of the Note; All other sums payable pursuant to the Note, the Loan Agreement, this Security Instrument and the other Loan Documents, including without limitation advances made by Lender pursuant to the terms of this Security Instrument; pursue such other remedies as Lender may have under applicable law; or apply the undisbursed balance of any public Net Proceeds Deficiency deposit, together with interest thereon, to the payment of the Debt in such order, priority and proportions as Lender shall deem to be appropriate in its discretion. In the event of a sale, by foreclosure, power of sale or otherwise, of less than all of Property, this Security Instrument shall continue as a lien and security interest on the remaining portion of the Property unimpaired and without loss of priority. Lender reserves the right at any time after which a private sale may take place to subordinate the lien of this Security Instrument to any one or more of the leases now or in the future pertaining to any part of the Property upon the unilateral execution and that such notice is reasonable notification recording by Lender of such matters. Grantor shall remain liable for any deficiency if said subordination agreement prior to the proceeds filing of any sale or disposition action by Lender to foreclose upon the Property, such subordination agreement to be effective as of its Collateral are insufficient the date of execution of this Security Instrument as to pay all amounts those leases identified by Lender in such subordination agreement. Notwithstanding the foregoing, Lender acknowledges that, upon recording, this Security Instrument shall be subject and subordinate to which Secured Party is entitled from Grantorthat certain ground lease between Glimcher Holdings Limited Partnership, Grantor also being liable for as lessor, and Target Corporation, successor in interest to Dayton Hudson Corporation, as lessee, dated October 4, 1994, as memxxxxxxxxx xx that certain Short Form of Lease, dated October 4, 1994 and recorded on November 30, 1994 in Lease Record 85, Page 63 in the attorney costs Recorder's Office of any attorneys employed Fairfield County, Ohio, as supplemented by Secured Party to collect such deficiencythat certain Common Area Agreement, dated October 4, 1994, and as further supplemented by that certain Acknowledgement, Subordination, Non-Disturbance and Attornment Agreement, dated October 4, 1994, and recorded on November 30, 1994 in Misc. Volume 85, page 76, in the Recorder's Office of Fairfield County, Ohio(the "Ground Lease").
Appears in 1 contract
Samples: Mortgage and Security Agreement (Glimcher Realty Trust)
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party the Administrative Agent may exercise (in accordance with applicable Gaming Laws), in addition to all other rights and remedies granted to it under this Security Agreement, the NoteCredit Agreement, the License and Development Agreement other Credit Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under applicable law, including, without limitation, the UCC. Without limiting the generality of the foregoing, Grantor each Debtor expressly agrees that in any such event Secured Partythe Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor the Debtors or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted not prohibited by the UCC and other applicable law), shall have the right to collect the Proceeds from all Collateral (including, without limitation, dividends or distributions on Pledged Collateral) and may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shopship, advertise for sale or lease and sell or lease (in the manner provided for herein) the Collateral, and in connection with liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any trademark, trade name, trade style, copyright, or process used or owned by any Debtor; (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of Secured Party's the Administrative Agent’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. To risk and (iii) to the extent Grantor has exclusion of any Debtor, exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of securities pledged hereunder, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so, Grantor so or delay in so doing. Each Debtor authorizes Secured Partythe Administrative Agent, on the terms set forth in this Section 5 7, after the occurrence and during the continuance of an Event of Default, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contractcontest, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Partythe Administrative Agent, appears to be prior or superior to its security interest. Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted not prohibited by applicable law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor each Debtor hereby releases. Grantor The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title, which procedures shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Debtor further agrees, at Secured Party's the Administrative Agent’s request, to assemble its the Collateral and make it available to the Secured Party Administrative Agent at places which Secured Party the Administrative Agent shall reasonably select, whether at Grantor's any Debtor’s premises or elsewhere. Secured Party The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e7(h), below, with Grantor remaining and Debtors shall remain liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-608(a)(1)(C) of the UCC (or any other then applicable provision of the UCC), need Secured Party the Administrative Agent account for the surplus, if any, to Grantorthe Debtors. To the maximum extent permitted not prohibited by applicable law, Grantor each Debtor waives all claims, damages, and demands against Secured Party the Administrative Agent arising out of the repossession, retention or sale of the CollateralCollateral except such as are determined by a final, non-appealable judgment of a court of competent jurisdiction to arise out of the gross negligence or willful misconduct of the Administrative Agent. Grantor Each Debtor agrees that Secured Party the Administrative Agent need not give more than ten (10) days' ’ prior written notice (which notification shall be deemed given in accordance with the Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor Debtors shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantorthe Administrative Agent and the Lender Parties are entitled, Grantor and Debtors shall also being be liable for the attorney attorneys’ fees or costs of any attorneys employed by Secured Party the Administrative Agent to collect such deficiency.
Appears in 1 contract
Rights and Remedies Upon Default. (A) Beginning on Upon the date which is thirty (30) business days after happening and during the continuation of any Event of Default, except that Secured Party (i) may declare one or all of the Borrowers to be in Default hereunder and all or any part of the Indebtedness to be immediately due and payable without notice or demand; (ii) may, without any notice whatsoever, demand, collect and xxx for any of the payments, Collateral or proceeds thereof and any funds represented by the Reserve and retain and apply such period shall be ten proceeds and funds against the Indebtedness, (10iii) business days for an Event take whatever actions as are legally available to it in enforcing the rights or remedies under any or all of Default arising from a payment not timely made by Grantorthe Contracts, or to mitigate damages under the Contracts or to (but Secured Party, shall not be required to) cure any default of any Borrower or provide for the performance of any Borrower's obligations under the Contracts; (iv) may terminate the Commitment and discontinue making any Loans pursuant to this Agreement; (v) shall have occurred and while such Event all of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCCUCC as enacted and under any other applicable law from time to time in effect and (vi) may xxx or take any other legal action to collect all the Indebtedness from any Borrower. Secured Party may also exercise any additional remedies granted herein, in any other agreement now or hereafter in effect between any Borrower and Secured Party, in any Contract, or otherwise granted by law or equity. Without limiting the generality of the foregoing, Grantor at all times and for any reason Secured Party shall have the right to make a demand for payment of any Indebtedness which is payable upon demand. All rights and remedies of Secured Party under this Agreement, under the Contract, under the UCC, or otherwise shall be cumulative and exercisable concurrently or consecutively or in the alternative, at Secured Party's option. Without limiting the generality of the foregoing, each Borrower expressly agrees that in any such event that, after an Event of Default and during the continuation thereof, Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), Party may (i) reclaimsubject to Obligor's right under the Contract, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or lawfully enter any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said premises where any Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any concerning which an Event of Secured Party's offices or elsewhere at such prices as it Default has occurred) may deem best, for cash or on credit or for future delivery be without assumption of any credit risk. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to judicial process and take possession of the Collateral, or any part of it, (ii) directly xxxx and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in collect for Payments under the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party shall have the right upon any Contracts (and take such public sale or sales, and, further actions with respect to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application8 hereof, and only after so paying over such net proceeds and after the payment by Secured Party (iii) sell, lease or otherwise dispose of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives or all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency.
Appears in 1 contract
Samples: Revolving Credit Agreement and Assignment (Lease Equity Appreciation Fund I Lp)
Rights and Remedies Upon Default. (Aa) Beginning on Subject to the date which is thirty (30) business days rights of Senior Lender under the Loan Documents and Section 3 hereof, after any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party Grantee may exercise in addition to all other rights and remedies granted to it under this Security Agreement, Agreement and the Note, the License and Development Agreement Note and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Secured PartyGrantee, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of Secured Party's Grantee’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. To the extent Grantor has the right to do so, each Grantor authorizes Secured PartyGrantee, on the terms set forth in this Section 5 7, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured PartyGrantee, appears to be prior or superior to its security interest. Secured Party Grantee shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Each Grantor further agrees, at Secured Party's Grantee’s request, to assemble its Collateral and make it available to the Secured Party Grantee at places which Secured Party Grantee shall reasonably select, whether at Grantor's ’s premises or elsewhere. Secured Party Grantee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), 7(d) below, with each Grantor remaining jointly and severally liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party Grantee of any other amount required by any provision of law, need Secured Party Grantee account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Secured Party Grantee arising out of the repossession, retention or sale of the Collateral. Each Grantor agrees that Secured Party Grantee need not give more than ten (10) days' ’ notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party Grantee is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party Grantee to collect such deficiency.
Appears in 1 contract
Samples: Security Agreement (Crdentia Corp)
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after any Event of Default, except that such period shall be ten (10) business days for If an Event of Default arising from a payment not timely made by Grantor, shall have occurred occur and while such Event of Default is be continuing, Secured Party the Lender may exercise in addition to all other rights and remedies granted to it under in this Security Agreement, the Note, the License and Development Agreement and under in any other instrument or agreement securing, evidencing or relating to the Secured ObligationsLoan Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor the Company expressly agrees that in any such event Secured Partyon or after the Acceleration Date, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor the Company or any other person Person (all and each of which demands, advertisements and and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaimforthwith enter upon the premises of the Company where any Collateral is located through self-help, take possessionwithout judicial process, recover, store, maintain, finish, repair, prepare without first obtaining a final judgment or giving the Company notice and opportunity for sale a hearing on the Lender's claim or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the CollateralLender's action, and (ii) forthwith without paying rent, and collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and and/or may forthwith sell, lease, assign, give an option or options to purchase purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured Partythe Lender'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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by applicable law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor the Company hereby releases. Grantor Such sales may be adjourned and continued from time to time with or without notice. The Lender shall have the right to conduct such sales on the Company's premises or elsewhere and shall have the right to use the Company's premises without charge for such sales for such time or times as the Lender deems necessary or advisable. The Company further agrees, at Secured Partythe Lender's requestrequest on or after the Acceleration Date, to assemble its the Collateral and make it available to the Secured Party Lender at places which Secured Party the Lender shall reasonably select, whether at Grantorthe Company's premises or elsewhere. Secured Party Until the Lender is able to effect a sale, lease, or other disposition of Collateral hereunder, the Lender shall have the right to use or operate the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Lender. The Lender shall have no obligation to the Company to maintain or preserve the rights of the Company as against third parties with respect to the Collateral while the Collateral is in the possession of the Lender. The Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Lender's remedies with respect to such appointment without prior notice or hearing. The Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale sale, as provided in Section 5(e)10(d) hereof, below, with Grantor the Company remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party the Lender of any other amount required by any provision of law, including Section 9-504(1)(c) of the UCC, need Secured Party the Lender account for the surplus, if any, to Grantorthe Company. To the maximum extent permitted by applicable law, Grantor the Company waives all claims, damages, and demands against Secured Party the Lender arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or wilful misconduct of the Lender. Grantor The Company agrees that Secured Party the Lender need not give more than ten (10) days' notice (which notification shall be deemed given when given in the manner provided in Section 13 hereof) of the time and place of any public sale or of the time after which a private sale may take place place, and that such notice is reasonable notification of such matters. Grantor The Company shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party is entitled from GrantorObligations, Grantor the Company also being liable for the attorney costs reasonable fees and expenses of any attorneys employed by Secured Party the Lender to collect such deficiency.
Appears in 1 contract
Rights and Remedies Upon Default. (A) Beginning on the date which is thirty (30) business days after any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise in i)In addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement Note and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, Holders may exercise all rights and remedies of a secured party under the UCCCode. Without limiting the generality of the foregoing, Grantor Obligor expressly agrees that in any such event Secured PartyHolders, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor Obligor or any other person Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC Code and other applicable law), may (i) reclaimforthwith enter upon the premises of Obligor where any Collateral is located through self-help, take possessionwithout judicial process, recover, store, maintain, finish, repair, prepare without first obtaining a final judgment or giving Obligor or any other Person notice and opportunity for sale a hearing on Holders’ claim or lease, shop, advertise for sale or lease action and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured Party's offices or elsewhere at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party Holders 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, sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor Obligor hereby releases. Grantor further agrees, at Secured Party's request, Such sales may be adjourned and continued from time to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises time with or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiencywithout notice.
Appears in 1 contract
Samples: Separation Agreement
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party Lender may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement other Loan Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured PartyLender, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured PartyLender'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. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party Lender 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 the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured PartyLender's request, to assemble its the Collateral and make it available to the Secured Party Lender at places which Secured Party Lender shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(eSubsection 7(d), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party Lender of any other amount required by any provision of law, including Section 9504(1)(c) of the UCC, need Secured Party Lender account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party Lender arising out of the repossession, retention or sale of the CollateralCollateral except such as arise out of the gross negligence or willful misconduct of Lender. Grantor agrees that Secured Party Lender need not give more than ten (10) days' notice of the time and place of any public sale or of the time after (which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiency.notification
Appears in 1 contract
Samples: Security Agreement (Ednet Inc)
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party the Administrative Agent may exercise exercise, in addition to all other rights and remedies granted to it under this Security Agreement, the NoteCredit Agreement, the License and Development Agreement other Credit Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under applicable law, including, without limitation, the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Secured Partythe Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor the Grantors or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted not prohibited by the UCC and other applicable law), shall have the right to collect the Proceeds from all Collateral (including, without limitation, dividends or distributions on Pledged Collateral) and may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shopship, advertise for sale or lease and sell or lease (in the manner provided for herein) the Collateral, and in connection with liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any trademark, trade name, trade style, copyright, or process used or owned by any Grantor; (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of Secured Party's the Administrative Agent’s offices or elsewhere at on such prices commercially reasonable terms and in such commercially reasonable manner as it the Administrative Agent may deem bestdetermine, for cash or on credit or for future delivery without assumption of any credit risk. To risk and (iii) after or concurrently with the extent Grantor has giving of written notice to the Borrower of its intent to exercise its rights under this Section 7(a), exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of securities pledged hereunder, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so, so or delay in so doing. Each Grantor authorizes Secured Partythe Administrative Agent, on the terms set forth in this Section 5 7, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contractcontest, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Partythe Administrative Agent, appears to be prior or superior to its security interest. Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted not prohibited by applicable law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title, which procedures shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor further agrees, at Secured Party's the Administrative Agent’s request, to assemble its the Collateral and make it available to the Secured Party Administrative Agent at places which Secured Party the Administrative Agent shall reasonably select, whether at any Grantor's ’s premises or elsewhere. Secured Party The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e7(g), below, with Grantor remaining and Grantors shall remain liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party the Administrative Agent of any other amount required by any provision of law, including Section 9-608(a)(1)(C) of the UCC (or any other then applicable provision of the UCC), need Secured Party the Administrative Agent account for the surplus, if any, to Grantorthe Grantors. To the maximum extent permitted not prohibited by applicable law, each Grantor waives all claims, damages, and demands against Secured Party the Administrative Agent arising out of the repossession, retention or sale of the CollateralCollateral except such as are determined by a final, non-appealable judgment of a court of competent jurisdiction to arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Grantor agrees that Secured Party the Administrative Agent need not give more than ten (10) days' ’ prior written notice (which notification shall be deemed given in accordance with the Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantorthe Administrative Agent and the Lenders are entitled, Grantor and Grantors shall also being be liable for the attorney attorneys’ fees or costs of any attorneys employed by Secured Party the Administrative Agent to collect such deficiency.
Appears in 1 contract
Rights and Remedies Upon Default. (A) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default under the Credit Agreement or any of the Loan Documents shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise may, subject to the terms of the Credit Agreement, by notice of default given to Pledgor, declare the Obligations Secured Hereby to be forthwith due and payable, whereupon such Obligations Secured Hereby shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in addition the Loan Documents to the contrary notwithstanding; and/or proceed to protect and enforce its rights under this Pledge Agreement, the Credit Agreement or the other Loan Documents by suit in equity, action at law or any other appropriate proceeding and Secured Party shall have all other of the rights and remedies granted to it under this Security Agreementprovided by applicable law, including, without limitation, the Note, the License and Development Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCCUniform Commercial Code and, in addition, thereto, Secured Party shall be entitled to register the Pledged Stock in its name or in the name of its nominee and to exercise all voting and corporate rights with respect to the Pledged Stock as it may determine, without liability therefore except to account to Pledgor for property actually received by it in respect of the Pledged Stock as a result thereof, but Secured Party shall not have any duty to exercise any voting and corporate rights in respect of the Pledged Stock and shall not be responsible or liable to Pledgor or any other person for any failure to do so or delay in so doing. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived but subject to the maximum extent permitted by terms of the UCC and other applicable law)Credit Agreement, may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and Secured Party shall have the right to sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the CollateralPledged Stock, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at on any of Secured Party's offices securities exchange for cash, upon credit or elsewhere for future delivery, and at such price or prices as it Secured Party may deem best, for cash or on credit or for future delivery without assumption and Secured Party may (except as otherwise provided by law) be the purchaser of any credit riskor all of the Pledged Stock so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. To the extent Grantor has the right Secured Party is authorized, at any such sale, if it deems it advisable so to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is locateddo, to take possession restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral, or Pledged Stock and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws; upon any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. such sale Secured Party shall have the right upon to deliver, assign and transfer to the purchaser thereof the Pledged Stock so sold. Each purchaser at any such public sale or sales, and, to shall hold the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right or equity of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which equity it has or may have under any rule of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises law or elsewherestatute now existing or hereafter adopted. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need give Pledgor not give more less than ten (10) days' written notice of its intention to make any such public or private sale at broker's board or on a securities exchange. Such notice, in case of public sale, shall state the time and place fixed for such sale, and, in case of sale at broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Stock, or that portion thereof so being sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within the ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Pledged Stock may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Stock on credit or for future delivery, the Pledged Stock so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Stock so sold and, in case of any such failure, such Pledged Stock may again be sold upon like notice. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and sell the Pledged Stock, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. On any sale of the Pledged Stock, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. In furtherance of the exercise by Secured Party of the rights and remedies granted to it hereunder, Pledgor agrees that, upon request of Secured Party and at the expense of Pledgor, it will use its best efforts to obtain all governmental approvals necessary for or incidental to the exercise of remedies by Secured Party with respect to the Pledged Stock or any part thereof. Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Stock at a public sale or of the time after which than at a private sale or sales, the making of a public sale of the Pledged Stock may take place be subject to registration requirements and that other legal restrictions compliance with which could require such notice is reasonable notification actions on the part of Pledgor, could entail such matters. Grantor shall remain liable for expenses and could subject Secured Party and any deficiency if underwriter through whom the proceeds Pledged Stock may be sold and any controlling person of any thereof to such liabilities, as would make the making of a public sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantorthe Pledged Stock impractical. Accordingly, Grantor also being liable for the attorney costs of any attorneys employed Pledgor hereby agrees that private sales made by Secured Party in accordance with the provisions of Section 7 hereof may be at prices and on other terms less favorable to collect the seller than if the Pledged Stock were sold at public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Pledged Stock to be sold at a public sale complying with the requirements of federal and state securities and similar laws, and that sale may be at a private sale provided that such deficiencysale is made at arms length and in a commercially reasonable manner.
Appears in 1 contract
Rights and Remedies Upon Default. (A) Beginning on the date which is thirty (30) business days after any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Each Secured Party may exercise in addition hereby irrevocably appoints Agent to all other rights and remedies granted to it under this Security Agreement, act on its behalf as the Note, the License and Development Agreement Agent hereunder and under any other instrument or agreement securingdocument executed in connection herewith, evidencing or relating and authorizes the Agent to take such actions on its behalf and to exercise such powers as Agent (in its sole discretion) may desire to exercise on behalf of such Secured Party in connection with this Agreement and the Promissory Notes. The provisions of this Section 6 are solely for the benefit of the Agent and the Secured Parties, and neither Debtor nor B&B ARMR shall have rights as a third party beneficiary of any of such provisions. Upon occurrence of any Event of Default and at any time thereafter, the Agent (on behalf of the Secured Parties) shall have the right to exercise (on behalf of the Secured Parties) all of the remedies conferred to the Secured ObligationsParty hereunder and under the Promissory Notes, and the Agent (on behalf of the Secured Parties) shall have all the rights and remedies of a secured party under the UCCUniform Commercial Code and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which the Collateral is then located). Neither Agent nor any of its affiliates or representatives will be liable for any action taken or omitted to be taken by it or them under this Agreement in good faith and believed by it or them to be within the discretion or power conferred upon it or them by this Agreement or be responsible for the consequences of any error of judgment (except for fraud, gross negligence, or willful misconduct). Unless indemnified to its satisfaction against loss, cost, liability, and expense, Agent may not be compelled to do any act under this Agreement or to take any action toward the execution or enforcement of the powers created under this Agreement or to prosecute or defend any suit in respect of this Agreement. If Agent requests instructions from Secured Parties with respect to any act or action in connection with this Agreement, then Agent is entitled to refrain (without incurring any liability to anyone by so refraining) from that act or action unless and until it has received instructions. In no event, however, may Agent or any of its representatives be required to take any action that it or they determine could incur for it or them criminal or onerous civil liability. Without limiting the generality of the foregoing, Grantor expressly no Secured Party has any right of action against Agent as a result of Agent’s acting or refraining from acting under this Agreement in accordance with instructions of the Secured Parties. Each Secured Party agrees that in to indemnify Agent and its representatives and hold them harmless from and against any such event Secured Partyand all liabilities, without demand of performance or other demandobligations, advertisement or notice losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses, and reasonable disbursements of any kind (except the notice specified below of time and place of public or private sale) nature whatsoever that may be imposed on, asserted against, or incurred by them in any way relating to or upon Grantor arising out of this Agreement or any other person (all action taken or omitted by them under this Agreement. Although Agent and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of 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. To the extent Grantor has its representatives have the right to be indemnified under this Agreement for its or their own ordinary negligence, Agent and its representatives do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party shall not have the right upon any such public sale to be indemnified under this Agreement for its or salestheir own fraud, andgross negligence, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiencywillful misconduct.
Appears in 1 contract
Samples: Security Agreement (Integrated Security Systems Inc)
Rights and Remedies Upon Default. (Aa) Beginning on the date which is thirty (30) business days after If any Event of Default, except that such period Default shall occur and be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party the Administrative Agent may exercise exercise, in addition to all other rights and remedies granted to it under this Security Agreement, the NoteCredit Agreement, the License and Development Agreement other Credit Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under applicable law, including, without limitation, the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Secured Partythe Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor the Grantors or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted not prohibited by the UCC and other applicable law), shall have the right to collect the Proceeds from all Collateral (including, without limitation, dividends or distributions on Pledged Collateral) and may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shopship, advertise for sale or lease and sell or lease (in the manner provided for herein) the Collateral, and in connection with liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any trademark, trade name, trade style, copyright, or process used or owned by any Grantor; (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of Secured Party's the Administrative Agent’s offices or elsewhere at such prices as it may may, in its reasonable discretion, deem best, for cash or on credit or for future delivery without assumption of any credit risk. To risk and (iii) exercise, to the extent exclusion of any Grantor has (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of securities pledged hereunder, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine in its reasonable discretion), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so, so or delay in so doing. Each Grantor authorizes Secured Partythe Administrative Agent, on the terms set forth in this Section 5 7, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contractcontest, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Partythe Administrative Agent, appears to be prior or superior to its security interest. Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted not prohibited by applicable law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title, which procedures shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor further agrees, at Secured Party's the Administrative Agent’s reasonable request, to assemble its the Collateral and make it available to the Secured Party Administrative Agent at places which Secured Party the Administrative Agent shall reasonably select, whether at any Grantor's ’s premises or elsewhere. Secured Party The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e7(h), below, with Grantor remaining and Grantors shall remain liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-608(a)(1)(C) of the UCC (or any other then applicable provision of the UCC), need Secured Party the Administrative Agent account for the surplus, if any, to Grantorthe Grantors. To the maximum extent permitted not prohibited by applicable law, each Grantor waives all claims, damages, and demands against Secured Party the Administrative Agent arising out of the repossession, retention or sale of the Collateral, in each case, executed in a commercially reasonable manner, except such as are determined by a final, non-appealable judgment of a court of competent jurisdiction to arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Grantor agrees that Secured Party the Administrative Agent need not give more than ten (10) days' ’ prior written notice (which notification shall be deemed given in accordance with the Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of its the Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantorthe Administrative Agent and the Lender Parties are entitled, Grantor and Grantors shall also being be liable for the attorney attorneys’ fees or costs of any attorneys employed by Secured Party the Administrative Agent to collect such deficiency.
Appears in 1 contract
Samples: Security Agreement (IPC the Hospitalist Company, Inc.)
Rights and Remedies Upon Default. (Ai) Beginning on the date which is thirty (30) business days after any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and while such Event of Default is continuing, Secured Party may exercise in In addition to all other rights and remedies granted to it under this Security Agreement, the Note, the License and Development Agreement Note and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, Holders may exercise all rights and remedies of a secured party under the UCCCode. Without limiting the generality of the foregoing, Grantor Obligor expressly agrees that in any such event Secured PartyHolders, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor Obligor or any other person Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC Code and other applicable law), may (i) reclaimforthwith enter upon the premises of Obligor where any Collateral is located through self-help, take possessionwithout judicial process, recover, store, maintain, finish, repair, prepare without first obtaining a final judgment or giving Obligor or any other Person notice and opportunity for sale a hearing on Holders’ claim or lease, shop, advertise for sale or lease action and sell or lease (in the manner provided herein) the Collateral, and (ii) forthwith may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured Party's offices or elsewhere at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party Holders 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, sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor Obligor hereby releases. Grantor further agrees, at Secured Party's request, Such sales may be adjourned and continued from time to assemble its Collateral and make it available to the Secured Party at places which Secured Party shall reasonably select, whether at Grantor's premises time with or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Secured Party to collect such deficiencywithout notice.
Appears in 1 contract
Samples: Separation Agreement (Great Elm Capital Group, Inc.)
