Rights on Default. (a) Upon the occurrence of any Event of Default, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable law. (b) Upon the occurrence of any Event of Default, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property. (c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender. (d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral. (e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own or the applicable Debtor’s name, and apply any such collections against such obligations of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item of the Collateral; (iv) compromise, extend or renew any Receivables, General Intangible, or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateral.
Appears in 2 contracts
Samples: General Security Agreement, General Security Agreement (Ep Medsystems Inc)
Rights on Default. (a) Upon the occurrence If Tenant shall be in default of any Event of Defaultthe terms, conditions, covenants, agreements or provisions of this Lease and shall fail to cure such default or defaults within twenty (20) days after written notice thereof, or if the rent shall be in arrears for ten (10) days as to any Monthly Rent Installment and Tenant shall fail to pay in full the arrearages in rent within five (5) days after written notice thereof, then in either such circumstance this Lease shall immediately terminate at the sole option and election of Landlord without any notice to Tenant. If Tenant shall be adjudged bankrupt, either by voluntary or involuntary proceedings, or if a receiver, trustee or other representative for creditors be appointed, or if Tenant shall make a general assignment for the benefit of creditors, then this Lease shall immediately terminate at the sole option and election of Landlord upon notice of such election being given to Tenant or to such trustee, receiver, assignee or representative, as the case may be, within thirty (30) days after Landlord shall acquire knowledge of the happening of such event. Landlord shall, at any such time and in any of such events, and/or defaults in addition to and without limiting thereby waiving any of Landlord’s other rights Lender or remedies, have the right to immediate and peaceable possession of the Leased Property without notice, and Landlord may have lawfully enter into and upon the Leased Property or any part thereof in the name of the whole, and repossess the same, and expel Tenant and those claiming under and through Tenant and remove Tenant’s effects, without being deemed guilty of any agreementmanner of trespass upon entry as aforesaid, document and this Lease shall terminate and wholly expire, and Tenant covenants that in case of such termination, Tenant will indemnify Landlord against all loss of rent Landlord may incur by reason of such termination during the residue of the term above specified. The failure of Landlord to exercise any of it s rights or instrument evidencing or representing remedies under this Lease upon any obligation default by Tenant shall not be deemed a waiver of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare default nor of any or all of the Obligations to be immediately due provisions of this Lease and payable, and shall not preclude Landlord from the exercise of any such rights and remedies of Lender with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable lawupon any subsequent date whether for a previous or subsequent default.
(b) Upon the occurrence of any Event of Default, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own or the applicable Debtor’s name, and apply any such collections against such obligations of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item of the Collateral; (iv) compromise, extend or renew any Receivables, General Intangible, or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateral.
Appears in 2 contracts
Samples: Lease Agreement (Endocyte Inc), Lease Agreement (Endocyte Inc)
Rights on Default. (a) Upon the occurrence of any If an Event of DefaultDefault shall occur, in addition the Purchaser may, subject to and without limiting any the rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations holders of Senior Indebtedness,:
(i) without notice or demand to the Company declare all obligations of the Company to the Purchaser to be immediately due and payable, and ;
(ii) exercise the rights and remedies accorded to a secured party under the UCC or other law or under any instrument or document securing the obligations of Lender with respect the Company to the Purchaser (including without limitation thereto the right to take immediate possession of the Collateral);
(iii) perform any warranty, covenant or agreement which the Company has failed to perform under this Agreement; and
(iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral shall be as set forth or the security interests granted herein, in the UCC and as otherwise available under applicable law.
(b) Upon No course of dealing or delay in accelerating any obligation of the occurrence Company to the Purchaser or in taking or failing to take any other action with respect to any Event of Default shall affect the right of the Purchaser to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default.
(c) The Purchaser may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions of any other security agreement or other instrument which secures any obligation of the Company to the Purchaser.
(d) After an Event of Default, Lender maythe Company, without demandupon demand by the Purchaser, advertising or notice, all shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser.
(e) The requirement of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose UCC that the Purchaser give the Company reasonable notice of any and all proposed sale or disposition of the Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, in a Record, given at least ten seven (107) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs .
(f) The reasonable expenses of retaking, refurbishing, storing, guarding, insuringholding, preparing for sale, selling and selling the Collateral, including like incurred by the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral Purchaser shall be paid in by the chronological order such Debtor purchased Company to the Collateral. Upon request of LenderPurchaser and shall include, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall but not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability limited to, reasonable fees of either Debtor to Lender.
(d) In all events, each Debtor shall receive as attorneys and legal expenses incurred by the sole property of Lender Purchaser and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but payment thereof shall be under no obligation to: (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own or the applicable Debtor’s name, and apply any such collections against such obligations of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item of the Collateral; (iv) compromise, extend or renew any Receivables, General Intangible, or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateralsecured by this Section 11.
Appears in 2 contracts
Samples: Debenture Purchase & Security Agreement (Wesley Clover Corp), Debenture Purchase & Security Agreement (Fastcomm Communications Corp)
Rights on Default. (a) Upon In the occurrence of any Event of Defaultevent Tenant defaults under this Lease, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth hereinLandlord outlined in Section 12, in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of any Event of DefaultLandlord, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor option, may have provided elect to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn recognize any sale of sublease between Tenant and any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateralsubtenant, or any part thereofagreement by which Tenant has granted any leasehold estate or interest in the Demised Premises, has been assigned as a direct lease or agreement between Landlord and such subtenant or other grantee, upon written notice to Lender; (ii) collect any Receivables Tenant and such subtenant or General Intangibles in Lender’s own other grantee, without releasing or affecting the applicable Debtor’s nameliability of Tenant to Landlord under this Lease, and apply Tenant shall be deemed to have assigned its interest in such sublease or other agreement to Landlord (without the need for executing any further documentation evidencing same) and such collections against subtenant or other grantee shall attorn to and recognize the rights of Landlord under such obligations sublease or other agreement, as the case may be. Notwithstanding Tenant's consent or acquiescence in the termination of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item this Lease and/or Tenant's voluntary surrender of the Collateral; Demised Premises (ivor any portion thereof), Landlord may consider any sublease or other agreement transferring a leasehold estate or interest in the Demised Premises, and/or any right to use or possess the Demised Premises (or any portion thereof) compromiseby any subtenant or other grantee, extend terminated as of the date Landlord terminates this Lease and/or Tenant's right to possession of the Demised Premises, it being the intention of the parties that any leasehold estate or renew any Receivablesother interest in the Demised Premises shall be subject to the terms and conditions of this Lease, General Intangibleincluding all rights and remedies of Landlord outlined herein, notwithstanding anything to the contrary contained in such sublease or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateralother agreement.
Appears in 2 contracts
Samples: Office Building Lease (Otg Software Inc), Office Building Lease (Net2000 Communications Inc)
Rights on Default. (a) Upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender the Pledgee is hereby irrevocably authorized to declare any cause the Pledged Shares to be transferred into its name or all the name of its nominee on the books of the Obligations corporation issuing the same; provided, however, that all such Pledged Shares so transferred shall continue to be immediately due held and payable, and disposed of by the rights and remedies Pledgee in accordance with this Agreement. The Pledgor agrees that any transfer of Lender with respect the Pledged Shares pursuant to this paragraph shall not be deemed a sale or disposition under the provisions of Article 9 of the Uniform Commercial Code nor an acceptance of such stock in satisfaction of the obligations of the Pledgor to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable lawPledgee or any portion thereof.
(b) Upon the occurrence The Pledgee, upon compliance with any mandatory requirements of laws, but without further demand, attachment or notice of any Event of Default, Lender may, without demand, advertising or noticekind, all of which each Debtor are hereby waives (except as expressly waived by the same Pledgor, may be required by law)sell the Pledged Shares, sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account in whole at any time or times in one or more public or private sales or other dispositionspart from time to time, for cash, upon credit or for future delivery, at public sale or at any brokers’ board or exchange or at private sale, all at the option and in the complete discretion of the Pledgee. The Pledgee may be a purchaser at any such public or private sale and may apply the amount outstanding on obligations of the Pledgor to the Pledgee, plus interest accrued, towards the payment of the purchase price of the Pledged Shares. Any such sale shall be free from any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released by the Pledgor.
(c) In case of any sale by the Pledgee of any of the Pledged Shares on credit or otherwisefor future delivery, the Pledged Shares sold may be retained by the Pledgee until the sales price is paid by the purchaser, but the Pledgee shall incur no liability in case of failure of the purchaser to take up and pay for the Pledged Shares so sold. In case of any such failure, such Pledged Shares so sold may be again similarly sold.
(d) After deducting all costs or expenses of every kind, including reasonable attorneys’ fees, the Pledgee shall apply the proceeds from the sale of the Pledged Shares towards payment of all outstanding obligations of the Pledgor to the Pledgee under the Note. Any proceeds remaining after the payment in full of all such obligations shall be paid by the Pledgee to the Pledgor or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.
(e) Except as otherwise expressly provided herein, after an Event of Default the Pledgee may deal with the Pledged Shares and the proceeds thereof in all respects as if the Pledged Shares and the proceeds thereof were its own property.
(f) No course of dealing or delay in taking or failure to take any action with respect to any Event of Default shall affect the Pledgee’s right to take such prices action at a later time. No waiver as to any one Event of Default shall affect the Pledgee’s rights upon any other Event of Default.
(g) The Pledgee may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independent of, and upon such terms as Lenderwithout regard to, in its sole discretion, deems advisable. All requirements the provisions of any other security agreement or other instrument which secures any obligation of the Pledgor to the Pledgee.
(h) The requirement of the Uniform Commercial Code that the Pledgee give the Pledgor reasonable notice under this section of any proposed sale or disposition of the Collateral shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, in a Record, given at least ten (10) seven days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own or the applicable Debtor’s name, and apply any such collections against such obligations of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item of the Collateral; (iv) compromise, extend or renew any Receivables, General Intangible, or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateral.
Appears in 2 contracts
Samples: Pledge Agreement (Novavax Inc), Pledge Agreement (Novavax Inc)
Rights on Default. (a) Upon If Tenant makes any default in respect to Tenant’s covenants to pay Minimum Rent or taxes; or (b) if Tenant defaults in any other of Tenant’s obligations under the occurrence Lease, and if Tenant fails to cure such default within 30 days after written notice of the existence of such default has been given Tenant by the Landlord (time being of the essence of this Article); or (c) if Tenant shall abandon or vacate or fail to operate its business at the Premises before the end of the Term, or (d) if Tenant shall refuse to sign an estoppel certificate or letter, sign a subordination agreement or provide other documentation required by Landlord within 20 days after request therefor; or (e) in the event:
(i) Tenant is adjudicated a bankrupt;
(ii) A Receiver or Trustee is appointed for Tenant’s property, and the appointment of such Receiver is not set aside in 30 days, or Tenant requests or consents to the appointment of a Receiver;
(iii) A trustee in reorganization is appointed for Tenant’s property and the appointment of such Trustee is not set aside within 30 days;
(iv) Tenant files a voluntary petition for reorganization or arrangement, or in bankruptcy;
(v) Tenant files an answer admitting bankruptcy or agreeing to a reorganization or arrangement;
(vi) Tenant makes an assignment for the benefit of its creditors; or
(vii) Tenant permits the leasehold interest of Tenant hereunder to be sold pursuant to execution; or (f) in the event the Premises shall come into the possession of any Event Trustee or Receiver, in bankruptcy or otherwise (a failure to cure a default under subparagraphs (a)-(f) of Defaultthis Article or any other provision of this Lease within the time therein set forth is hereinafter referred to as an “uncured default”) then, and in any such event, Tenant shall be deemed to be in default and, Landlord, besides any other rights or remedies it may have by law or otherwise, shall conclusively be deemed to be the owner of a shopping center for all purposes under the Bankruptcy Code and, in addition, shall without any requirement of prior notice have the immediate right of re-entry and may remove all persons and property from the Premises without court order or approval. Such property may be removed and stored at the cost of and for the account of Tenant. Should Landlord elect to re-enter as herein provided, or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may either terminate this Lease or may, from time to time, without terminating this Lease, relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rent or rents and upon such other terms and conditions as Landlord in the exercise of Landlord’s sole discretion may deem advisable with the right to make alterations and repairs to the Premises. Upon each such reletting (a) Tenant shall be immediately liable to pay to Landlord, in addition to any indebtedness other than rent due hereunder, the cost and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation expense of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all reletting (including reasonable attorneys’ fees) and of the Obligations to be immediately due such alterations and payablerepairs incurred by Landlord, and the rights and remedies amount if any, by which the rent reserved in this Lease for the period of Lender with respect such reletting (up to but not beyond the Collateral shall Term) exceeds the amount agreed to be paid as set forth herein, in Minimum Rent for the UCC and as otherwise available under applicable law.
Premises for such period of such reletting; or (b) Upon at the occurrence option of Landlord rents received by Landlord from such reletting shall be applied first to the payment of any Event indebtedness other than Minimum Rent due hereunder from Tenant to Landlord; second, to the payment of Defaultany costs and expenses of such reletting (including reasonable attorneys’ fees) and of such alterations and repairs; third, Lender mayto the payment of Minimum Rent due and unpaid hereunder; and the residue, without demandif any, advertising or notice, all shall be held by Landlord and applied in payment of which each Debtor hereby waives (except future Minimum Rent as the same may be required by law), sell, lease, license, dispose of, deliver become due and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account payable hereunder. Should Landlord at any time terminate this Lease for an uncured default, in addition to any other remedy Landlord may have, Tenant shall be liable for (a) all Minimum Rent, additional rent or times damages due or sustained prior to such termination, the costs and expenses of reletting the Premises (including costs and expenses of alterations and repairs incurred by Landlord), and all reasonable costs, attorneys’ fees and expenses incurred by Landlord in pursuit of its remedies hereunder or in renting the Premises to others from time to time (all such Minimum Rent, additional rent, damages, costs, attorneys’ fees and expenses, with compounded interest thereon until date of payment, being herein referred to as “Termination Damages”); and Tenant shall be liable for (b) additional damages (the “Liquidated Damages”) which, at the election of Landlord, shall be either
(i) an amount equal to the Minimum Rent which, but for termination of this Lease would have become due during the remainder of the Term, less the amount of Minimum Rent, if any, which Landlord shall receive during such period from others to whom the Premises may be rented (other than any additional rent received by Landlord as a result of any failure of such other person to perform any of its obligations to Landlord); or
(ii) an amount equal to the present worth (as of the date of such termination) of Minimum Rent and additional rent which, but for termination of this Lease, would have become due during the remainder of the Term, less the fair rent value of the Premises, as determined by an independent real estate appraiser named by Landlord, in which case such Liquidated Damages shall be payable to Landlord in one lump sum on demand and shall bear compounded interest at the lesser of the rate of twelve percent (12%) per annum or more public the highest rate of interest recoverable in the State (hereinafter the “Default Rate”) until paid. For purposes of this clause, “present worth” shall be computed by discounting such amount to present worth at a discount rate equal to one percentage point above the discount rate then in effect at the Federal Reserve Bank nearest the Premises. Termination Damages and Liquidated Damages shall be due and payable immediately upon demand by Landlord following any termination of this Lease. If this Lease is terminated pursuant to this Article, Landlord may relet the Premises or private sales any part thereof, alone or together with other dispositionspremises, for cash, such term or terms (which may be greater or less than the period which otherwise would have constituted the balance of the Term) and on credit or otherwise, as such prices and upon such terms and conditions (which may include concessions or free rent and alterations of the Premises) as LenderLandlord, in its sole discretion, deems advisablemay determine. All requirements Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be diminished by reason of, any failure by Landlord to relet the Premises or any failure by Landlord to collect any rent due upon such reletting. If such termination shall take place after the expiration of reasonable notice two or more full Lease Years, then, for purposes of computing the Liquidated Damages, the annual additional rent shall be conclusively presumed to be an amount equal to the average additional rent (other than additional rent received by Landlord as a result of any failure of Tenant to perform any of its obligations under this section shall be met if such notice is mailed, postage prepaid, Lease) payable with respect to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, full Lease Year immediately preceding the Lease Year in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with which written notice of such termination was given. If such termination shall take place before the time and place expiration of two full Lease Years, then, for purposes of computing the Liquidated Damages, the annual additional rent shall be conclusively presumed to be an amount equal to 12 times the average monthly payment of additional rent (other than additional rent received by Landlord as a result of any failure by Tenant to perform any of its obligations under this Lease) payable during the 12 full calendar months immediately preceding the month in which written notice of such postponed or adjourned saletermination was given. Lender Landlord shall have the right in Landlord’s sole discretion to apply any payments received by Landlord following a default by Tenant to any indebtedness of Tenant under this Lease and no such payment shall be deemed to constitute a cure of any default under this Lease without Landlord’s prior written consent, which consent may be the purchaser at any such sale, and payment may be made, granted or withheld by Landlord in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such DebtorLandlord’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Propertysole discretion.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own or the applicable Debtor’s name, and apply any such collections against such obligations of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item of the Collateral; (iv) compromise, extend or renew any Receivables, General Intangible, or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateral.
Appears in 1 contract
Rights on Default. (a) Upon In the occurrence of event Tenant defaults under this Lease, beyond any Event of Defaultapplicable notice and cure period, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth hereinLandlord outlined in Section 12, in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of any Event of DefaultLandlord, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor option, may have provided elect to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn recognize any sale of sublease between Tenant and any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateralsubtenant, or any part thereofagreement by which Tenant has granted any leasehold estate or interest in the Demised Premises, has been assigned as a direct lease or agreement between Landlord and such subtenant or other grantee, upon written notice to Lender; (ii) collect any Receivables Tenant and such subtenant or General Intangibles in Lender’s own other grantee, without releasing or affecting the applicable Debtor’s nameliability of Tenant to Landlord under this Lease, and apply Tenant shall be deemed to have assigned its interest in such sublease or other agreement to Landlord (without the need for executing any further documentation evidencing same) and such collections against subtenant or other grantee shall attorn to and recognize the rights of Landlord under such obligations sublease or other agreement, as the case may be. Notwithstanding Tenant’s consent or acquiescence in the termination of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item this Lease and/or Tenant’s voluntary surrender of the Collateral; Demised Premises (ivor any portion thereof), Landlord may consider any sublease or other agreement transferring a leasehold estate or interest in the Demised Premises, and/or any right to use or possess the Demised Premises (or any portion thereof) compromiseby any subtenant or other grantee, extend terminated as of the date Landlord terminates this Lease and/or Tenant’s right to possession of the Demised Premises, it being the intention of the parties that any leasehold estate or renew any Receivablesother interest in the Demised Premises shall be subject to the terms and conditions of this Lease, General Intangibleincluding all rights and remedies of Landlord outlined herein, notwithstanding anything to the contrary contained in such sublease or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateralother agreement.
Appears in 1 contract
Samples: Office Building Lease (TRX Inc/Ga)
Rights on Default. (a) Upon the occurrence of any Event of Default, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of any Event of Default, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default: SVB shall have all rights and remedies available under contract or applicable law, Lender which include those of a secured party under the California Uniform Commercial Code, at law, or in equity. Under, or in addition to, such remedies SVB shall have the following rights: SVB shall have the right to take possession of the Collateral (if not then in Bank's possession) with or without the appointment of a receiver; SVB may but shall be under no obligation to: (i) notify collect or enforce any or all appropriate parties that of the UBOC Loan Documents and any Supporting Obligations and any item of Collateral whether or not SVB has foreclosed upon such assets; SVB may lease or license any item of Collateral; SVB may sell and dispose of any item of Collateral, or any part thereof, has been assigned at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery, and at such price or prices as SVB may deem satisfactory. SVB may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale SVB shall have the right to Lender; deliver, assign, and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely, and free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who or which, to the extent permitted by law, hereby specifically waives any now existing or hereafter acquired rights of redemption, stay or appraisal. SVB shall give Pledgor ten (ii10) collect days' written notice of its intention to make any Receivables such public or General Intangibles private sale or two (2) days written notice of a sale at a broker's board or on a securities exchange. Such notice, in Lender’s own case of a public sale, shall state the time and place fixed for such sale, and, in case of sale at a 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 Collateral, or the applicable Debtor’s nameportion thereof being so 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 ordinary business hours and at such place or places as SVB may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as SVB may determine. SVB shall not be obligated to make any such sale pursuant to any such notice. SVB may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and apply 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 Collateral on credit or for future delivery, the Collateral so sold may be retained by SVB until the selling price is paid by the purchaser thereof, but SVB shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such collections against failure, such obligations Collateral may again be sold upon like notice. 121 SVB, instead of such Debtor exercising the power of sale herein conferred upon it, or in addition thereto may proceed by a suit or suits at law or in equity to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item of foreclose the security interests herein granted and sell the Collateral; (iv) compromise, extend or renew any Receivables, General Intangible, or documentany portion thereof, under a judgment or deal with decree of a court or courts of competent jurisdiction. Pledgor hereby agrees that any disposition of Collateral by way of a private placement or other method which, in the same opinion of SVB, is required or advisable under federal and state securities laws is commercially reasonable. Application of Proceeds. The proceeds or collections or payments on any collateral shall be applied first to the reasonable expenses of retaking, holding, preparing for sale, discharging all liens, selling and the like, then to the reasonable attorneys' fees and legal expenses incurred by SVB, and then to the DCDC Obligations in such order as it SVB may deem advisable; and (vdetermine. Should the net proceeds resulting from any such sale or disposition exceed the amount owing to SVB, SVB shall pay such surplus to the person(s) make exchanges, substitutions or surrender of items comprising the Collaterallegally entitled thereto.
Appears in 1 contract
Samples: Pledge Agreement (International Microcomputer Software Inc /Ca/)
Rights on Default. If Borrower shall fail to meet any payment Obligation or otherwise breaches an Obligation (each, an "Event of Default"), the Lender shall have the following rights:
(a) Upon It may, by notice to Borrower, declare the occurrence of any Event of Default, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all entire amount of the Obligations to be due and payable immediately, and upon any such declaration said amount shall become and be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable law.
(b) Upon It shall have and may exercise all rights and remedies of a secured party under the occurrence Uniform Commercial Code.
(c) If any notification of any Event intended disposition of Default, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be Collateral is required by law), sellsuch notification, leaseif mailed, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose shall be deemed properly given if mailed at least three days before such disposition in the manner for giving notices hereunder. Any proceeds of any and all disposition of the Collateral held may be applied by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, the Lender to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, in a Record, at least ten (10) days before the time payment of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place expenses of the sale to be so postponed Lender in connection with the exercise of its rights or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateralremedies, including the reasonable fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall any balance of such proceeds may be applied by the Lender to the payment, payment of the Obligations in whatever accordance with the terms of the Notes or in such other order Lender may elect, of all Obligations of either Debtor. application as the Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lenderdetermine.
(d) In all events, each Debtor shall receive as It may take possession of the sole property of Lender Collateral and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of purposes thereof enter the premises at which any Collateral.
(e) Upon Collateral is located. Borrower acknowledges that the occurrence of an Event of Default, Lender may but at their sole option exercise its rights of entry and possession under this and the following Section without resort to judicial process. Nothwithstanding the foregoing, the Lender's rights to the Collateral are subject to and subordinate to the Senior Indebtedness. Subject to the rights, if any, of the holders of Senior Indebtedness, nothing shall be under no impair, as between the Borrower and the Lender, the obligation to: (i) notify all appropriate parties that of the CollateralBorrower, or any part thereofsubject to the terms and conditions hereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own or pay to the applicable Debtor’s name, Lender the principal and apply any such collections against such obligations of such Debtor interest owing to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item of and when the Collateral; (iv) compromise, extend or renew any Receivables, General Intangiblesame becomes due and payable, or documentshall prevent the Lender, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateralby applicable law.
Appears in 1 contract
Samples: Security Agreement (Mach One Corp)
Rights on Default. (a) Upon the occurrence of any Event of Default, and after giving effect to any applicable grace period, in addition to and without limiting any rights Lender the Trustee may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender the Trustee or executed in connection with any such obligation, Lender the Trustee is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender the Trustee with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of any Event of Default, Lender . The Trustee may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lenderthe Trustee, in its sole discretion, deems advisable. All Without requiring notice to Debtor, all requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lenderthe Trustee, in a Record, at least ten (10) days before the time of such sale or disposition. Lender The Trustee may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender the Trustee shall provide the Debtors Debtor with written notice of the time and place of such postponed or adjourned sale. Lender The Trustee may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lenderthe Trustee. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lenderthe Trustee. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender the Trustee may elect, of all Obligations of either Debtor. Lender The Trustee shall return any excess jointly to the Debtors Debtor and all Debtors Debtor shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Secured Notes Documents to purchase Collateral, such Debtor’s 's repayment of such advance shall apply on a “"first-in-first-out” " basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such the Debtor purchased the Collateral. Upon request of Lenderthe Trustee, each Debtor will assemble and make the Collateral available to Lenderthe Trustee, at a reasonable place and time designated by Lenderthe Trustee. A Debtor’s 's failure to take possession of any Collateral at any time and place reasonably specified by Lender the Trustee in a Record to such the Debtor shall constitute an abandonment of such Property.
(c) Lender . Notwithstanding the foregoing, the Trustee shall not be required to take possession of the Collateral if and in the event the possession thereof would, in the reasonable judgment of the Trustee, require the Trustee to observe or comply with any federal or state law or regulation relating to the sale or distribution of alcoholic beverages. The Trustee shall not be responsible to either Debtor for loss or damage resulting from Lender’s the Trustee's failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
the Trustee. After an Event of Default, Debtor (di) In all events, each Debtor will make no change in any Receivable and (ii) shall receive as the sole property of Lender the Trustee and hold in trust for Lender the Trustee all monies, checks, notes, drafts, and other property (collectively called “Items "items of Payment”payment") representing the proceeds of any Collateral.
(e) Upon the occurrence of . After an Event of Default, Lender the Trustee may but shall be under no obligation to: (ia) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lenderthe Trustee; (iib) collect any Receivables or General Intangibles in Lender’s own its or the applicable Debtor’s 's name, and apply any such collections against such obligations of such Debtor to Lender the Trustee as Lender the Trustee may select; (iiic) take control of any cash or non-cash proceeds of any item of the Collateral; (ivd) compromise, extend or renew any Receivables, General Intangible, or documentDocument, or deal with the same as it may deem advisable; and (ve) make exchanges, substitutions or surrender of items comprising the Collateral. To the full extent not otherwise provided herein, in performing its duties and discharging its obligations under this Agreement, the Trustee shall be entitled to all of the rights, protections and immunities accorded to it as Trustee under the Indenture, including but not limited to the right of indemnification.
Appears in 1 contract
Rights on Default. (a) Upon the occurrence of any Default or an Event of Default, and after giving effect to any applicable grace period, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of any Event of Default, . Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All Lender, in its sole discretion, is authorized to disclaim any and all warranties under ss.9-610(d) of the UCC. Without requiring notice to Debtor, all requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors Debtor with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors Debtor and all Debtors Debtor shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s 's repayment of such advance shall apply on a “"first-in-first-out” " basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such the Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s 's failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such the Debtor shall constitute an abandonment of such Property.
(c) . Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s 's failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
. After a Default or an Event of Default, Debtor (di) In all eventswill make no change in any Receivable or General Intangible, each Debtor and (ii) shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “"Items of Payment”") representing the proceeds of any Collateral.
(e) Upon the occurrence of . After a Default or an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own its or the applicable Debtor’s 's name, and apply any such collections against such obligations of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash non?cash proceeds of any item of the Collateral; (iv) compromise, extend or renew any Receivables, General Intangible, or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateral.
Appears in 1 contract
Samples: General Security Agreement (Hudson Technologies Inc /Ny)
Rights on Default. (a) Upon In the occurrence of any Event of Defaultevent Tenant defaults under this Lease, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth hereinLandlord outlined in Section 12, in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of any Event of DefaultLandlord, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor option, may have provided elect to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn recognize any sale of sublease between Tenant and any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateralsubtenant, or any part thereofagreement by which Tenant has granted any leasehold estate or interest in the Demised Premises, has been assigned as a direct lease or agreement between Landlord and such subtenant or other grantee, upon written notice to Lender; (ii) collect any Receivables Tenant and such subtenant or General Intangibles in Lender’s own other grantee, without releasing or affecting the applicable Debtor’s nameliability of Tenant to Landlord under this Lease, and apply Tenant shall be deemed to have assigned its interest in such sublease or other agreement to Landlord (without the need for executing any further documentation evidencing same) and such collections against subtenant or other grantee shall attorn to and recognize the rights of Landlord under such obligations sublease or other agreement, as the case may be. Notwithstanding Tenant’s consent or acquiescence in the termination of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item this Lease and/or Tenant’s voluntary surrender of the Collateral; Demised Premises (ivfor any portion thereof), Landlord may consider any sublease or other agreement transferring a leasehold estate or interest in the Demised Premises, and/or any right to use or possess the Demised Premises (for any portion thereof) compromiseby any subtenant or other grantee, extend terminated as of the date Landlord terminates this Lease and/or Tenant’s right to possession of the Demised Premises, it being the intention of the parties that any leasehold estate or renew any Receivablesother interest in the Demised Premises shall be subject to the terms and conditions of this Lease, General Intangibleincluding all rights and remedies of Landlord outlined herein, notwithstanding anything to the contrary contained in such sublease or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateralother agreement.
Appears in 1 contract
Samples: Office Building Lease (Spherix Inc)
Rights on Default. (a) Upon In the occurrence of any Event of Defaultevent Tenant defaults under this Lease, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth hereinLandlord outlined in Section 12, in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of any Event of DefaultLandlord, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor option, may have provided elect to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn recognize any sale of sublease between Tenant and any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateralsubtenant, or any part thereofagreement by which Tenant has granted any leasehold estate or interest in the Demised Premises, has been assigned as a direct lease or agreement between Landlord and such subtenant or other grantee, upon written notice to Lender; (ii) collect any Receivables Tenant and such subtenant or General Intangibles in Lender’s own other grantee, without releasing or affecting the applicable Debtor’s nameliability of Tenant to Landlord under this Lease, and apply Tenant shall be deemed to have assigned its interest in such sublease or other agreement to Landlord (without the need for executing any further documentation evidencing same) and such collections against subtenant or other grantee shall attorn to and recognize the rights of Landlord under such obligations sublease or other agreement; as the case may be. Notwithstanding Tenant's consent or acquiescence in the termination of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item this Lease andlor Tenant's voluntary surrender of the Collateral; Demised Premises (ivor any portion thereof), Landlord may consider any sublease or other agreement transferring a leasehold estate or interest in the Demised Premises, andlor any right to use or possess the Demised Premises (or any portion thereof) compromiseby any subtenant or other grantee, extend terminated as of the date Landlord terminates this Lease and/or Tenant's right to possession of the Demised Premises, it being the intention of the parties that any leasehold estate or renew any Receivablesother interest in the Demised Premises shall be subject to the terms and conditions of this Lease, General Intangibleincluding all rights and remedies of Landlord outlined herein, notwithstanding anything to the contrary contained in such sublease or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateralother agreement.
Appears in 1 contract
Rights on Default. (a) Upon SBI has all the occurrence rights of any Event of Default, in addition to and without limiting any rights Lender may have a secured creditor under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all Article 9 of the Obligations to be immediately due and payable, and Uniform Commercial Code of the rights and remedies State of Lender with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of any Event of Default, Lender New York. It may, without demandlimitation, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law)market, sell, leasecause to be sold, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lenderetc, in its sole discretion, deems advisableat any exchange, broker’s board, public auction, private sale, or in other commercially reasonable manner, in any one or more sales, at such prices as the Agent may decide best, for cash, credit, or otherwise, all or part of the said Collateral. All requirements of reasonable notice under this section Such sale(s) shall be met if such notice is mailedfree from any claim, postage prepaidencumbrance, to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lenderright of New Pledgor. SBI may, in a Recordits own name, at least ten (10) days before or the time name of such sale or disposition. Lender mayits designee, if it deems it reasonable, postpone or adjourn buy any sale part of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request New Pledgor shall be liable for all costs, disbursements, reasonable attorneys’ fees, Court costs, broker’s commissions, referee’s or auctioneer’s fees, advertisement expenses, and any other costs, expenses, etc., in connection therewith. SBI shall have all rights available at law or in equity. These rights and remedies shall be cumulative, and may be exercised singularly or together with other rights and available remedies. New Pledgor appoints SBI, as its Attorney-in Fact, in the event of Lenderdefault, each Debtor will assemble and make with full authority in the Collateral available to Lendername of New Pledgor or its own name or otherwise, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession any action and to execute any instrument which SBI may deem necessary to accomplish the purposes of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
this Agreement. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT, DURING THE CONTINUATION OF AN EVENT OF DEFAULT, (c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, draftsi)TITLE TO ALL OF THE SAID SHARES SHALL VEST IN THE NAME OF SBI AS OWNER THEREOF, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own or the applicable Debtor’s nameTHE COLLATERAL WILL BE TRANSFERRED TO SBI’S NAME AND SBI MAY EXERCISE ALL RIGHTS OF OWNERSHIP IN THE COLLATERAL, and apply any such collections against such obligations of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item of the Collateral; (iv) compromiseINCLUDING, extend or renew any ReceivablesWITHOUT LIMITATION, General Intangible, or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the CollateralTHE RIGHT TO VOTE AND TO RECEIVE ALL DIVIDENDS AND OTHER DISTRIBUTIONS.
Appears in 1 contract
Samples: Pledge Modification Agreement (Cadista Holdings Inc.)
Rights on Default. (a) Upon the occurrence of any Event one or more of Defaultthe events of default enumerated in the foregoing Section 7, and at any time thereafter, then:
8.1 The Lender may declare the Note and any and all other indebtedness of the Borrower to the Lender forthwith to be due and payable, whether or not the indebtedness evidenced by the Note shall be otherwise due and payable and whether or not the Lender shall have initiated any foreclosure or other action for the enforcement of the Loan Documents, whereupon the Note and any other such indebtedness shall become forthwith due and payable, both as to principal and interest, without presentment, demand, protest or notice of any kind all of which are hereby expressly waived by the Borrower.
8.2 For the purposes of carrying out the provisions and exercising the rights, powers and privileges granted by this Section 8, the Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact, with full power of substitution, to execute, acknowledge and deliver any instruments and do and perform any acts which are referred to in this Section 8, in addition the name and on behalf of the Borrower. The power vested in said attorney-in- fact is, and shall be deemed to be, coupled with an interest and without limiting irrevocable.
8.3 Upon the occurrence of any rights of said events of default, the rights, powers and privileges provided in this Section 8 and all other remedies available to the Lender may have under this Agreement or under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations Loan Documents or at law or in equity, may be exercised by the Lender, including, but not limited to, the commencement of foreclosure proceedings under the Mortgage, the right to cure Borrower's defaults as more fully set forth in the Mortgage or the commencement of an action seeking specific performance under any Loan Document, whether or not the indebtedness evidenced and secured by the Loan Documents otherwise shall be immediately due and payable, and whether or not the rights and remedies of Lender with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of have instituted any Event of Default, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales foreclosure proceedings or other dispositions, action for cash, on credit or otherwise, as such prices and upon such terms as Lender, in the enforcement of its sole discretion, deems advisable. All requirements of reasonable notice rights under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such PropertyDocuments.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own or the applicable Debtor’s name, and apply any such collections against such obligations of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item of the Collateral; (iv) compromise, extend or renew any Receivables, General Intangible, or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateral.
Appears in 1 contract
Samples: Loan Agreement
Rights on Default. If Borrower shall fail to meet any payment Obligation or otherwise breaches an Obligation (each, an “Event of Default”), the Lender shall have the following rights, subject to the rights of the Senior Indebtedness:
(a) Upon It may, by notice to Borrower, declare the occurrence of any Event of Default, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all entire amount of the Obligations to be due and payable immediately, and upon any such declaration said amount shall become and be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable law.
(b) Upon It shall have and may exercise all rights and remedies of a secured party under the occurrence Uniform Commercial Code.
(c) If any notification of any Event intended disposition of Default, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be Collateral is required by law), sellsuch notification, leaseif mailed, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose shall be deemed properly given if mailed at least three days before such disposition in the manner for giving notices hereunder. Any proceeds of any and all disposition of the Collateral held may be applied by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, the Lender to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, in a Record, at least ten (10) days before the time payment of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place expenses of the sale to be so postponed Lender in connection with the exercise of its rights or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateralremedies, including the reasonable fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall any balance of such proceeds may be applied by the Lender to the payment, payment of the Obligations in whatever accordance with the terms of the Notes or in such other order Lender may elect, of all Obligations of either Debtor. application as the Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lenderdetermine.
(d) In all events, each Debtor shall receive as It may take possession of the sole property of Lender Collateral and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of purposes thereof enter the premises at which any Collateral.
(e) Upon Collateral is located. Borrower acknowledges that the occurrence of an Event of Default, Lender may but at their sole option exercise its rights of entry and possession under this and the following Section without resort to judicial process. Notwithstanding the foregoing, the Lender's rights to the Collateral are subject to and subordinate to the Senior Indebtedness. Subject to the rights, if any, of the holders of Senior Indebtedness, nothing shall be under no impair, as between the Borrower and the Lender, the obligation to: (i) notify all appropriate parties that of the CollateralBorrower, or any part thereofsubject to the terms and conditions hereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own or pay to the applicable Debtor’s name, Lender the principal and apply any such collections against such obligations of such Debtor interest owing to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item of and when the Collateral; (iv) compromise, extend or renew any Receivables, General Intangiblesame becomes due and payable, or documentshall prevent the Lender, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateralby applicable law.
Appears in 1 contract
Rights on Default. (a) Upon the occurrence of any Event of Default, and after giving effect to any applicable grace period, in addition to and without limiting any rights the Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to the Lender or executed in connection with any such obligation, the Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of the Lender with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of any Event of Default, . The Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as the Lender, in its sole discretion, deems advisable. All Without requiring notice to Debtor, all requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to the Lender, in a Record, at least ten (10) days before the time of such sale or disposition. The Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that the Lender shall provide the Debtors Debtor with written notice of the time and place of such postponed or adjourned sale. The Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to the Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the reasonable fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by the Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order the Lender may elect, of all Obligations of either Debtor. The Lender shall return any excess jointly to the Debtors Debtor and all Debtors Debtor shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s 's repayment of such advance shall apply on a “"first-in-first-out” " basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such the Debtor purchased the Collateral. Upon request of the Lender, each Debtor will assemble and make the Collateral available to the Lender, at a reasonable place and time designated by the Lender. A Debtor’s 's failure to take possession of any Collateral at any time and place reasonably specified by the Lender in a Record to such the Debtor shall constitute an abandonment of such Property.
(c) . The Lender shall not be responsible to either Debtor for loss or damage resulting from the Lender’s 's failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to the Lender.
. After an Event of Default, Debtor (di) In all eventswill make no change in any Receivable or General Intangible, each Debtor and (ii) shall receive as the sole property of the Lender and hold in trust for the Lender all monies, checks, notes, drafts, and other property (collectively called “Items "items of Payment”payment") representing the proceeds of any Collateral.
(e) Upon . During the occurrence existence of an Event of Default, the Lender may but shall be under no obligation to: (ia) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to the Lender; (iib) collect any Receivables or General Intangibles in Lender’s own its or the applicable Debtor’s 's name, and apply any such collections against such obligations of such Debtor to the Lender as the Lender may select; (iiic) take control of any cash or non-cash proceeds of any item of the Collateral; (ivd) compromise, extend or renew any Receivables, General Intangible, or documentDocument, or deal with the same as it may deem advisable; and (ve) make exchanges, substitutions or surrender of items comprising the Collateral.
Appears in 1 contract
Rights on Default. (a) Upon In the occurrence of event Tenant defaults under this Lease beyond any Event of Defaultapplicable cure period, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth hereinLandlord outlined in Section 12, in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of any Event of DefaultLandlord, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor option, may have provided elect to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn recognize any sale of sublease between Tenant and any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateralsubtenant, or any part thereofagreement by which Tenant has granted any leasehold estate or interest in the Demised Premises, has been assigned as a direct lease or agreement between Landlord and such subtenant or other grantee, upon written notice to Lender; (ii) collect any Receivables Tenant and such subtenant or General Intangibles in Lender’s own other grantee, without releasing or affecting the applicable Debtor’s nameliability of Tenant to Landlord under this Lease, and apply Tenant shall be deemed to have assigned its interest in such sublease or other agreement to Landlord (without the need for executing any further documentation evidencing same) and such collections against subtenant or other grantee shall attorn to and recognize the rights of Landlord under such obligations sublease or other agreement, as the case may be. Notwithstanding Tenant's consent or acquiescence in the termination of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item this Lease and/or Tenant's voluntary surrender of the Collateral; Demised Premises (ivor any portion thereof), Landlord may consider any sublease or other agreement transferring a leasehold estate or interest in the Demised Premises, and/or any right to use or possess the Demised Premises (or any portion thereof) compromiseby any subtenant or other grantee, extend terminated as of the date Landlord terminates this Lease and/or Tenant's right to possession of the Demised Premises, it being the intention of the parties that any leasehold estate or renew any Receivablesother interest in the Demised Premises shall be subject to the terms and conditions of this Lease, General Intangibleincluding all rights and remedies of Landlord outlined herein, notwithstanding anything to the contrary contained in such sublease or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateralother agreement.
Appears in 1 contract
Rights on Default. (a) Upon the occurrence If Tenant shall be in default of any Event of Defaultthe terms, conditions, covenants, agreements or provisions of this Lease and shall fail to cure such default or defaults within twenty (20) days after written notice thereof, or if the rent shall be in arrears for ten (10) days as to any Monthly Rent Installment and Tenant shall fail to pay in full the arrearages in rent within five (5) days after written notice thereof, then in either such circumstance this Lease shall immediately terminate at the sole option and election of Landlord without any notice to Tenant. If Tenant shall be adjudged bankrupt, either by voluntary or involuntary proceedings, or if a receiver, trustee or other representative for creditors be appointed, or if Tenant shall make a general assignment for the benefit of creditors, then this Lease shall immediately terminate at the sole option and election of Landlord upon notice of such election being given to Tenant or to such trustee, receiver, assignee or representative, as the case may be, within thirty (30) days after Landlord shall acquire knowledge of the happening of such event. Landlord shall, at any such time and in any of such events, and/or defaults in addition to and without limiting thereby waiving any of Landlord’s other rights Lender or remedies, have the right to immediate and peaceable possession of the Leased Property without notice, and Landlord may have lawfully enter into and upon the Leased Property or any part thereof in the name of the whole, and repossess the same, and expel Tenant and those claiming under and through Tenant and remove Tenant’s effects, without being deemed guilty of any agreementmanner of trespass upon entry as aforesaid, document and this Lease shall terminate and wholly expire, and Tenant covenants that in case of such termination, Tenant will indemnify Landlord against all loss of rent Landlord may incur by reason of such termination during the residue of the term above specified. The failure of Landlord to exercise any of its rights or instrument evidencing or representing remedies under this Lease upon any obligation default by Tenant shall not be deemed a waiver of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare default nor of any or all of the Obligations to be immediately due provisions of this Lease and payable, and shall not preclude Landlord from the exercise of any such rights and remedies of Lender with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable lawupon any subsequent date whether for a previous or subsequent default.
(b) Upon the occurrence of any Event of Default, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own or the applicable Debtor’s name, and apply any such collections against such obligations of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item of the Collateral; (iv) compromise, extend or renew any Receivables, General Intangible, or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateral.
Appears in 1 contract
Samples: Lease Agreement (Endocyte Inc)
Rights on Default. (a) Upon In the occurrence of any Event of Defaultevent Tenant defaults under this Lease, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth hereinLandlord outlined in Section 12, in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of any Event of DefaultLandlord, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor option, may have provided elect to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn recognize any sale of sublease between Tenant and any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateralsubtenant, or any part thereofagreement by which Tenant has granted any leasehold estate or interest in the Demised Premises, has been assigned as a direct lease or agreement between Landlord and such subtenant or other grantee, upon written notice to Lender; (ii) collect any Receivables Tenant and such subtenant or General Intangibles in Lender’s own other grantee, without releasing or affecting the applicable Debtor’s nameliability of Tenant to Landlord under this Lease, and apply Tenant shall be deemed to have assigned its interest in such sublease or other agreement to Landlord (without the need for executing any further documentation evidencing same) and such collections against subtenant or other grantee shall attorn to and recognize the rights of Landlord under such obligations sublease or other agreement, as the case may be. Notwithstanding Tenant’s consent or acquiescence in the termination of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item this Lease and/or Tenant’s voluntary surrender of the Collateral; Demised Premises (ivor any portion thereof), Landlord may consider any sublease or other agreement transferring a leasehold estate or interest in the Demised Premises, and/or any right to use or possess the Demised Premises (or any portion thereof) compromiseby any subtenant or other grantee, extend terminated as of the date Landlord terminates this Lease and/or Tenant’s right to possession of the Demised Premises, it being the intention of the parties that any leasehold estate or renew any Receivablesother interest in the Demised Premises shall be subject to the terms and conditions of this Lease, General Intangibleincluding all rights and remedies of Landlord outlined herein, notwithstanding anything to the contrary contained in such sublease or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateralother agreement.
Appears in 1 contract
Rights on Default. (a) Upon In the occurrence of any Event of Defaultevent Tenant defaults under this Lease beyond applicable notice and cure periods, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth hereinLandlord outlined in Section 10, in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of any Event of DefaultLandlord, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. All requirements of reasonable notice under this section shall be met if such notice is mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor option, may have provided elect to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn recognize any sale of sublease between Tenant and any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the CollateralPermitted Subtenant, or any part thereofagreement by which Tenant has granted any leasehold estate or interest in the Premises, has been assigned as a direct lease or agreement between Landlord and such Permitted Subtenant or other grantee, upon written notice to Lender; (ii) collect any Receivables Tenant and such Permitted Subtenant, subtenant or General Intangibles in Lender’s own other grantee, without releasing or affecting the applicable Debtor’s nameliability of Tenant to Landlord under this Lease, and apply Tenant shall be deemed to have assigned its interest in such sublease or other agreement to Landlord (without the need for executing any further documentation evidencing same) and such collections against Permitted Subtenant, subtenant or other grantee shall attorn to and recognize the rights of Landlord under such obligations sublease or other agreement, as the case may be. Notwithstanding Tenant's consent or acquiescence in the termination of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item this Lease and/or Tenant's voluntary surrender of the Collateral; Premises (ivor any portion thereof), Landlord may consider any sublease or other agreement transferring a leasehold estate or interest in the Premises, and/or any right to use or possess the Premises (or any portion thereof) compromiseby any Permitted Subtenant or subtenant or other grantee, extend terminated as of the date Landlord terminates this Lease and/or Xxxxxx's right to possession of the Premises, it being the intention of the Parties that any leasehold estate or renew any Receivablesother interest in the Premises shall be subject to the terms and conditions of this Lease, General Intangibleincluding all rights and remedies of Landlord outlined herein, notwithstanding anything to the contrary contained in such sublease or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateralother agreement.
Appears in 1 contract
Samples: Deed of Lease
Rights on Default. (a) Upon the an occurrence of any an Event of Default, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be Default (as set forth herein, defined in the UCC and as otherwise available under applicable law.
(b) Upon the occurrence of any Event of Default, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the same may be required by lawNote), the Agent will have full power to sell, lease, license, dispose of, assign and deliver and grant options to a third party to purchase, lease or otherwise dispose of the whole or any and all part of the Collateral held by it or for its account at any time broker's exchange or times in one or more elsewhere, at public or private sales or other dispositionssale, for cashat the option of the Agent, on credit or otherwise, as such prices and upon such terms as Lenderin a commercially reasonable manner, in its sole discretion, deems advisable. All requirements order to satisfy any part of reasonable notice the obligations of Maker or Newco now existing or hereinafter arising under the Note or under this section shall be met if such notice is mailedPledge Agreement; provided, postage prepaidhowever, to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, in a Record, that (i) at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written days’ notice of the time and place of any such postponed or adjourned sale shall be given to Pledgor, and (ii) in the case of any private sale. Lender , such notice shall also contain the terms of the proposed sale and Pledgee shall sell the Collateral proposed to be sold to any purchaser procured by Pledgor who is ready, willing and able to purchase, and who prior to the time of such sale tenders the purchase price of, such Collateral on terms more favorable to Pledgee than the terms contained in such notice; provided, further, the Pledgor acknowledges that the Pledgee may be unable to effect a public sale of all or part of the purchaser Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment, and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than if sold at public sales and that private sales shall be deemed to be made in a commercially reasonable manner notwithstanding that such a private sale may result in a lower sale price. On any such sale, and payment the Pledgee or his assigns may be made, in whole purchase all or in part, in respect any part of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon Pledgor agrees at the request of Lenderthe Agent, each Debtor will assemble to cooperate with the Agent in connection with the disposition of any and make all of the Collateral available and to Lender, at a reasonable place execute and time designated by Lender. A Debtor’s failure deliver any documents which the Agent shall reasonably request to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such Property.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own or the applicable Debtor’s name, and apply any such collections against such obligations of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item permit disposition of the Collateral; (iv) compromise, extend or renew any Receivables, General Intangible, or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateral.
Appears in 1 contract
Samples: Stock Pledge Agreement (Dionics Inc)
Rights on Default. (a) Upon If Tenant makes any default in respect to Tenant's covenants to pay rent; or (b) if Tenant defaults in any other of Tenant's obligations under the occurrence Lease, and if Tenant fails to make good such default within fifteen (15) days after written notice of the existence of such default has been given Tenant by the Landlord (time being of the essence of this paragraph 1 of this Article); or (c) if Tenant shall abandon or vacate the Demised Premises before the end of the Demised Term, or (d) in the event:
(i) Tenant is adjudicated a bankrupt;
(ii) A Receiver or Trustee is appointed for Tenant's property, and the appointment of such Receiver is not set aside in thirty (30) days, or Tenant requests or consents to the appointment of a Receiver;
(iii) A trustee in reorganization is appointed for Tenant's property and the appointment of such Trustee is not set aside within thirty (30) days;
(iv) Tenant files a voluntary petition for reorganization or arrangement, or in bankruptcy;
(v) Tenant files an answer admitting bankruptcy or agreeing to a reorganization or arrangement;
(vi) Tenant makes an assignment for the benefit of its creditors; or
(vii) Tenant permits the leasehold interest of Tenant hereunder to be sold pursuant to execution; or (e) in the event the Demised Premises shall come into the possession of any Event Trustee or Receiver, in bankruptcy or otherwise, then, and in any such event Tenant shall be deemed to be in default and, Landlord, besides any other rights or remedies it may have by law or otherwise, shall have the immediate right of Defaultre-entry and may remove all persons and property from the Demised Premises. Such property may be removed and stored at the cost of and for the account of Tenant. Should Landlord elect to re-enter as herein provided, or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may either terminate this Lease or may, from time to time, without terminating this Lease, relet the Demised Premises or any part thereof for such term or terms (which may be for a term extending beyond the Demised Term) and at such rental or rentals and upon such other terms and conditions as Landlord in the exercise of Landlord's sole discretion may deem advisable with the right to make alterations and repairs to the Demised Premises. Upon each such reletting (a) Tenant shall be immediately liable to pay to Landlord, in addition to any indebtedness other than rent due hereunder, the cost and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation expense of either Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all reletting (including reasonable attorneys' fees) and of the Obligations to be immediately due such alterations and payablerepairs incurred by Landlord, and the rights and remedies amount if any, by which the rent reserved in this lease for the period of Lender with respect such reletting (up to but not beyond the Collateral shall Demised Term) exceeds the amount agreed to be paid as set forth herein, in rent for the UCC and as otherwise available under applicable law.
Demised Premises for such period of such reletting; or (b) Upon at the occurrence option of Landlord rents received by Landlord from such reletting shall be applied first, to the payment of any Event indebtedness, other than rent due hereunder from Tenant to Landlord; second, to the payment of Defaultany costs and expenses of such reletting (including reasonable attorneys' fees) and of such alterations and repairs; third, Lender mayto the payment of rent due and unpaid hereunder; and the residue, without demandif any, advertising or notice, all shall be held by Landlord and applied in payment of which each Debtor hereby waives (except future rent as the same may be required by law), sell, lease, license, dispose of, deliver become due and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account payable hereunder. Should Landlord at any time terminate this Lease for any default, in addition to any other remedy Landlord may have, Tenant shall be liable for (a) all rent, additional rent or times damages due or sustained prior to such termination, the costs and expenses of reletting the Demised Premises (including costs and expenses of alterations and repairs incurred by Landlord) and all reasonable costs, attorneys' fees and expenses incurred by Landlord in pursuit of its remedies hereunder or in renting the Demised Premises to others from time to time (all such rent, additional rent, damages, costs, attorneys' fees and expenses being herein referred to as "Termination Damages"); and Tenant shall be liable for (b) additional damages (the "Liquidated Damages") which, at the election of Landlord, shall be either
(i) an amount equal to the rent which, but for termination of this Lease would have become due during the remainder of the Demised Term, less the amount of rent, if any, which Landlord shall receive during such period from others to whom the Demised Premises may be rented (other than any additional rent received by Landlord as a result of any failure of such other person to perform any of its obligations to Landlord); or
(ii) an amount equal to the present worth (as of the date of such termination) of rent and additional rent which, but for termination of this Lease, would have become due during the remainder of the Demised Term, less the fair rental value of the Demised Premises, as determined by an independent real estate appraiser named by Landlord, in which case such Liquidated Damages shall be payable to Landlord in one lump sum on demand and shall bear interest at the rate of 14% per annum (hereinafter "the Default Rate") until paid. For purposes of this clause, "present worth" shall be computed by discounting such amount to present worth at a discount rate equal to one percentage point above the discount rate then in effect at the Federal Reserve Bank nearest the Demised Premises. Termination Damages and Liquidation Damages shall be due and payable immediately upon demand by Landlord following any termination of this Lease. If this Lease is terminated pursuant to this Article, Landlord may relet the Demised Premises or more public any part thereof, alone or private sales or together with other dispositionspremises, for cash, such term or terms (which may be greater or less than the period which otherwise would have constituted the balance of the Demised Term) and on credit or otherwise, as such prices and upon such terms and conditions (which may include concessions or free rent and alterations of the Demised Premises) as LenderLandlord, in its sole discretion, deems advisablemay determine. All requirements Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, any failure by Landlord to relet the Demised Premises or any failure by Landlord to collect any rent due upon such reletting. If such termination shall take place after the expiration of reasonable notice two (2) or more full Lease Years, then, for purposes of computing the Liquidated Damages, the annual additional rent shall be conclusively presumed to be an amount equal to the average additional rent (other than additional rent received by Landlord as a result of any failure of Tenant to perform any of its obligations under this section shall be met if such notice is mailed, postage prepaid, Lease) payable with respect to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, full Lease Year immediately preceding the Lease Year in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with which written notice of such termination was given. If such termination shall take place before the time and place expiration of two (2) full Lease Years, then, for purposes of computing the Liquidated Damages, the annual additional rent shall be conclusively presumed to be an amount equal to twelve (12) times the average monthly payment of additional rent (other than additional rent received by Landlord as a result of any failure by Tenant to perform any of its obligations under this Lease) payable during the twelve (12) full calendar months immediately preceding the month in which written notice of such postponed or adjourned saletermination was given. Lender Landlord shall have the right in Landlord's sole discretion to apply any payments received by Landlord following a default by Tenant to any indebtedness of Tenant under this Lease and no such payment shall be deemed to constitute a cure of any default under this Lease without Landlord's prior written consent, which consent may be the purchaser at any such sale, and payment may be made, granted or withheld by Landlord in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by Lender. A Debtor’s failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall constitute an abandonment of such PropertyLandlord's sole discretion.
(c) Lender shall not be responsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender.
(d) In all events, each Debtor shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Collateral.
(e) Upon the occurrence of an Event of Default, Lender may but shall be under no obligation to: (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own or the applicable Debtor’s name, and apply any such collections against such obligations of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item of the Collateral; (iv) compromise, extend or renew any Receivables, General Intangible, or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateral.
Appears in 1 contract
