Rights Upon Event of Default. 8.1 Upon the occurrence of an Event of Default under this Agreement, Secured Party shall have, in addition to all other rights and remedies that Secured Party may have at law or in equity, under Section 7 of this Agreement, or under any other agreement executed by Debtor in favor of Secured Party, all rights and remedies of a secured party under the California Commercial Code, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In addition, upon the occurrence of an Event of Default, Secured Party shall have the following rights and remedies, all of which may be exercised with or without further notice to Debtor: (i) to directly receive any and all payments and distributions of money, securities or any tangible or intangible property on or in any way related to the Collateral; (ii) to settle, compromise, or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral; (iii) to enforce payment and to prosecute any action or proceeding with respect to any and all of the Collateral; (iv) to foreclose the liens and security interests created under this Agreement or under any other agreement relating to the Collateral by any available procedure, with or without judicial process; (v) to sell, assign, or otherwise dispose of the Collateral or any part thereof, either at public or private sale for cash, on credit, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to Secured Party; all at Secured Party’s sole option and as Secured Party in their sole discretion may deem advisable. 8.2 Debtor shall be given reasonable notice of the time and place of any public sale of the Collateral, or of the time on or after which any private sale or other intended disposition is to be made. If required under applicable law, Secured Party may be the purchaser at any public sale. Ten days notice of any public or private sale or other disposition shall be considered to be reasonable notice.
Appears in 2 contracts
Samples: Security Agreement (Biotime Inc), Security Agreement (Biotime Inc)
Rights Upon Event of Default. 8.1 8,1 Upon the occurrence of an Event of Default under this Agreement, Secured Party shall have, in addition to all other rights and remedies that Secured Party may have at law or in equity, under Section 7 of this Agreement, or under any other agreement executed by Debtor in favor of Secured Party, all rights and remedies of a secured party under the California Commercial Code, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In addition, upon the occurrence of an Event of Default, Secured Party shall have the following rights and remedies, all of which may be exercised with or without further notice to Debtor: (i) to directly receive any and all payments and distributions of money, securities or any tangible or intangible property on or in any way related to the Collateral; (ii) to settle, compromise, or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral; (iii) to enforce payment and to prosecute any action or proceeding with respect to any and all of the Collateral; (iv) to foreclose the liens and security interests created under this Agreement or under any other agreement relating to the Collateral by any available procedure, with or without judicial process; (v) to sell, assign, or otherwise dispose of the Collateral or any part thereof, either at public or private sale for cash, on credit, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to Secured Party; all at Secured Party’s sole option and as Secured Party in their sole discretion may deem advisable.
8.2 8,2 Debtor shall be given reasonable notice of the time and place of any public sale of the Collateral, or of the time on or after which any private sale or other intended disposition is to be made. If required under applicable law, Secured Party may be the purchaser at any public sale. Ten days notice of any public or private sale or other disposition shall be considered to be reasonable notice.
Appears in 2 contracts
Samples: Security Agreement (Biotime Inc), Security Agreement (Biotime Inc)
Rights Upon Event of Default. 8.1 Upon the occurrence and during the continuance of an Event of Default under this the Letter Agreement, the Pledgor shall be in default hereunder and Secured Party shall havehave in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Secured Party may have at under this Agreement and under applicable law or in equity, under Section 7 of this Agreement, or under any other agreement executed by Debtor in favor of Secured Party, all rights and remedies of a secured party under the California Uniform Commercial CodeCode as enacted in any such jurisdiction, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In addition, upon the occurrence of an Event of Default, Secured Party shall have in addition the following rights and remedies, all of which may be exercised with or without further notice to Debtor: Pledgor:
(ia) to notify any Issuer of or obligors on any Pledged Collateral, that the same has been pledged to Secured Party and that all dividends and other payments thereon are to be made directly receive any and all payments and distributions of money, securities or any tangible or intangible property on or in any way related exclusively to the CollateralSecured Party; (ii) to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or releaseotherwise liquidate, on terms acceptable to the Secured Party, in whole or in part, the Pledged Collateral and any amounts owing on thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (iiiincluding voting rights), powers and remedies and otherwise act with respect thereto as if the Secured Party were the owner thereof;
(b) to enforce payment and to prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Secured Party’s names or in the name of the Pledgor, all steps, actions, suits or proceedings deemed by the Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral;
(c) in accordance with applicable law, to take possession of and operate or control the Pledged Collateral with or without judicial process;
(d) to endorse, in the name of the Pledgor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral;
(e) to transfer any or all of the Pledged Collateral into the name of the Secured Party or its nominee or nominees; and
(ivf) in accordance with applicable law, to foreclose the liens and security interests created under this Agreement or under any other agreement relating to the Pledged Collateral by any available procedure, with judicial procedure or without judicial process; (v) , and to sell, assign, assign or otherwise dispose of the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s board or securities exchange, in lots or in bulk, for cash, on creditcredit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to the Secured Party; all at the sole option of and in the sole discretion of the Secured Party’s sole option and as Secured Party in their sole discretion may deem advisable.
8.2 Debtor shall be given reasonable notice of the time and place of any public sale of the Collateral, or of the time on or after which any private sale or other intended disposition is to be made. If required under applicable law, Secured Party may be the purchaser at any public sale. Ten days notice of any public or private sale or other disposition shall be considered to be reasonable notice.
Appears in 1 contract
Samples: Pledge Agreement (Tracinda Corp)
Rights Upon Event of Default. 8.1 Upon the occurrence and during the continuance of an Event of Default under this AgreementDefault, subject to compliance with the requirements of applicable Laws, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Secured Party may have at law under applicable Law or in equityequity or under this Agreement (including, under without limitation, all rights set forth in Section 7 of this Agreement, 6 hereof) or under any other agreement executed by Debtor in favor of Secured PartyLoan Document, all rights and remedies of a secured party under the California Uniform Commercial CodeCode as enacted in any jurisdiction, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In and, in addition, upon the occurrence of an Event of Default, Secured Party shall have the following rights and remedies, all of which may be exercised with or without further notice to DebtorGrantors and without affecting the obligations of Grantors hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to directly receive foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and distributions exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of money, securities or any tangible or intangible property on or in any way related to the Collateral; (iif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the CollateralCollateral and/or any disputes with respect thereto; (iiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (j) to enforce payment and to prosecute any action or proceeding with respect to any and or all of the Collateral and take or bring, in the name of Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral; (iv) , including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to foreclose the liens and security interests created under this Agreement any nonjudicial foreclosure of any or under any other agreement relating to the Collateral by any available procedure, with or without judicial process; (v) to sell, assign, or otherwise dispose all of the Collateral or any part thereofother action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, either at and each Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in exchange for cashor on account of the Collateral, on credit, whether representing collections or otherwise, with or without representations or warrantiesproceeds of Collateral, and upon whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantors may be applied by Secured Party without notice to Grantors to the Obligations in such terms order and manner as Secured Party in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be acceptable deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s 's sole option and as Secured Party in their its sole discretion may deem advisable.
8.2 Debtor . Grantors will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may reasonably designate, whether at the premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in saleable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be given as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors' places of business, or at any other place permitted by -11- 116 applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Borrower, as agent for Grantors and each of them, reasonable notice of the time and place of any public sale of the Collateral, thereof or of the time on or after which any private sale or other intended disposition thereof is to be made. If required under applicable lawThe requirement of sending reasonable notice conclusively shall be met if such notice is mailed, Secured Party may be first class mail, postage prepaid, to the purchaser Borrower at any public its address set forth in the Loan Agreement, or delivered or otherwise sent to the Borrower, at least ten (10) days before the date of the sale. Ten days Each Grantor other than the Borrower hereby irrevocably appoints the Borrower as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been given to the Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other disposition security for the Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be considered required to apply any portion of the sale price to the Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be reasonable noticeretained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. 8.1 Upon the occurrence and during the ---------------------------- continuance of an Event of Default under this AgreementDefault, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Secured Party may have at under applicable law or in equity, under Section 7 of this Agreement, equity or under any other agreement executed by Debtor this Agreement (including, without limitation, all rights set forth in favor of Secured Party--------- Section 6 hereof) or under the Notes, all rights and remedies of a secured party --------- under the California Uniform Commercial CodeCode as enacted in any jurisdiction, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In and, in addition, upon the occurrence of an Event of Default, Secured Party shall have the following rights and remedies, all of which may be exercised with or without further notice to DebtorGrantor and without affecting the obligations of Grantor hereunder or under any Notes, or the enforceability of the liens and security interests created hereby: (ia) to directly receive foreclose the liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and distributions exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of money, securities or any tangible or intangible property on or in any way related to the Collateral; (iif) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral; (g) to settle, compromise, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the CollateralCollateral and/or any disputes with respect thereto; (iiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (i) to enforce payment and to prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Secured Party or in the name of Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial --------- foreclosure thereof or thereon, and Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, and Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantor may be applied by Secured Party without notice to Grantor to the Secured Obligations in such order and manner as Secured Party in its sole discretion shall determine; (ivj) to foreclose insure, process and preserve the liens and security interests created under this Agreement Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any other agreement of the Notes; (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral by any available procedureCollateral, with and Secured Party may, at the cost and expense of Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or without judicial appropriate to properly administer, process; (v) to sell, assignstore, control, prepare for sale or otherwise disposition and/or sell or dispose of the Collateral or any part thereof, either at public or private sale for cash, on credit, or otherwise, with or without representations or warrantiesto properly administer and control the handling of collections and realizations thereon, and upon such terms as Secured Party shall be acceptable deemed to have a rent-free tenancy of any premises of Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (m) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s 's sole option and as Secured Party in their its sole discretion may deem advisable.
8.2 Debtor . Grantor will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be given as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's places of business, or at any other place permitted by applicable law, and without the necessity of the Collateral being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and place of any public sale of the Collateral, thereof or of the time on or after which any private sale or other intended disposition thereof is to be made. If required under applicable lawThe requirement of sending reasonable notice conclusively shall be met if such notice is mailed, Secured Party may be first class mail, postage prepaid, to Grantor at its address set forth in Section 15, or delivered ---------- or otherwise sent to Grantor in accordance with the purchaser provisions of Section 15, at any public ---------- least five (5) days before the date of the sale. Ten days Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other disposition shall security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be considered lawfully conducted. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable noticeunder the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other person, and Grantor hereby waives (to the extent permitted by applicable laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Samples: Asset Purchase Agreement (Matthews Studio Equipment Group)
Rights Upon Event of Default. 8.1 Upon Subject to compliance with applicable Gaming Laws, upon the occurrence and during the continuance of an Event of Default under this AgreementDefault, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Secured Party may have at law under applicable Law or in equityequity or under this Agreement (including, under without limitation, all rights set forth in Section 7 of this Agreement, 6 hereof) or under any other agreement executed by Debtor in favor of Secured PartyLoan Document, all rights and remedies of a secured party under the California Uniform Commercial CodeCode as enacted in any jurisdiction, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In and, in addition, upon the occurrence of an Event of Default, Secured Party shall have the following rights and remedies, all of which may be exercised with or without further notice to DebtorGrantor and without affecting the Obligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (i) to directly receive any and all payments and distributions of money, securities or any tangible or intangible property on or in any way related to the Collateral; (ii) to settle, compromise, or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral; (iii) to enforce payment and to prosecute any action or proceeding with respect to any and all of the Collateral; (iva) to foreclose the liens Liens and security interests created under this Agreement hereunder or under any other agreement relating to the any Collateral by any available procedure, with judicial procedure or without judicial process; (vb) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of the any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit, credit or otherwise, with or without representations or warranties, warranties and upon such terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or 7 Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor’s places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s sole option behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the reasonable costs and expenses (including reasonable attorneys’ fees) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, and liquidating the Collateral, and the like; and then to the satisfaction of the Secured Obligations, with application as to any particular Secured Obligations to be in the order set forth in the Credit Agreement and other Loan Documents. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in their sole discretion may deem advisable.
8.2 Debtor full of all the Secured Obligations shall immediately be given reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and place of any public sale of the Collateral, thereof or of the time on or after which any private sale or other intended disposition thereof is to be made. If required under applicable lawThe requirement of sending reasonable notice conclusively shall be met if such notice is mailed, Secured Party may be first class mail, postage prepaid, to Grantor at its address set forth in the purchaser Credit Agreement, or delivered or otherwise sent to Grantor, at any public least ten (10) days before the date of the sale. Ten days Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Secured Party (i) may dispose of the Collateral in its then present condition or following such preparation and processing as Secured Party deems commercially reasonable, (ii) shall have no duty to prepare or process the Collateral prior to sale, (iii) may disclaim warranties of title, possession, quiet enjoyment and the like, and (iv) may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and none of the foregoing actions shall be considered deemed to be reasonable notice.adversely affect the commercial reasonableness of the disposition of the Collateral. 9
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Rights Upon Event of Default. 8.1 Upon the occurrence and during the continuance of an Event of Default under this AgreementDefault, the Grantor shall be in default hereunder and the Secured Party shall havehave in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that the Secured Party may have at law under this Agreement and under applicable Laws or in equity, under Section 7 of this Agreement, or under any other agreement executed by Debtor in favor of Secured Party, all rights and remedies of a secured party under the California Uniform Commercial CodeCode as enacted in any such jurisdiction, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In addition, upon the occurrence of an Event of Default, Secured Party shall have in addition the following rights and remedies, all of which may be exercised with or without further notice to Debtor: the Grantor except such notice as may be specifically required herein:
(ia) to directly receive notify any issuer of any Pledged Securities, and any and all payments and distributions of moneyother obligors on any Pledged Collateral, securities or any tangible or intangible property on or in any way related that the same has been pledged to the CollateralSecured Party and that all dividends and other payments thereon are to be made directly and exclusively to the Secured Party; (ii) to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or releaseotherwise liquidate, on terms acceptable to the Secured Party, in whole or in part, the Pledged Collateral and any amounts owing on thereon or any guaranty or security therefor; and to give all consents, waivers and ratifications with respect to the Collateral; Pledged Collateral and exercise all other rights (iiiincluding voting rights), powers and remedies and otherwise act with respect thereto as if the Secured Party were the owner thereof;
(b) to enforce payment and to prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in the Secured Party's name or in the name of the Grantor, all steps, actions, suits or proceedings deemed by the Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral;
(c) in accordance with applicable Laws, to take possession of the Pledged Collateral with or without judicial process;
(d) to endorse, in the name of the Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral;
(e) to transfer any or all of the Pledged Collateral into the name of the Secured Party or its nominee or nominees; and
(ivf) in accordance with applicable Laws, to foreclose the liens Liens and security interests created under this Agreement or under any other agreement relating to the Pledged Collateral by any available procedure, with judicial procedure or without judicial process; (v) , and to sell, assign, assign or otherwise dispose of the Pledged Collateral or any part thereof, either at public or private sale or at any broker's board or securities exchange, in lots or in bulk, for cash, on creditcredit or for future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to the Secured Party; all at the sole option of and in the sole discretion of the Secured Party’s sole option and as Secured Party in their sole discretion may deem advisable.
8.2 Debtor shall be given reasonable notice of the time and place of any public sale of the Collateral, or of the time on or after which any private sale or other intended disposition is to be made. If required under applicable law, Secured Party may be the purchaser at any public sale. Ten days notice of any public or private sale or other disposition shall be considered to be reasonable notice.
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Rights Upon Event of Default. 8.1 Upon the occurrence and during the ---------------------------- continuance of an Event of Default under this AgreementDefault, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Secured Party may have at law under applicable Law or in equityequity or under this Agreement (including, under without limitation, all rights set forth in --------- Section 7 of this Agreement, 6 hereof) or under any other agreement executed by Debtor in favor of Secured PartyLoan Document, all rights and remedies of a secured party under the California Uniform Commercial CodeCode as enacted in any jurisdiction, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In and, in addition, upon the occurrence of an Event of Default, Secured Party shall have the following rights and remedies, all of which may be exercised with or without further notice to DebtorGrantor and without affecting the Obligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to directly receive foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and distributions exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of money, securities or any tangible or intangible property on or in any way related to the Collateral; (iif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the CollateralCollateral and/or any disputes with respect thereto; (iiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (j) to enforce payment and to prosecute any action or proceeding with respect to any and or all of the Collateral and take or bring, in the name of Secured Party or in the name of Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral; (iv) , including any judicial or nonjudicial foreclosure thereof or --------- thereon, and Grantor specifically consents to foreclose the liens and security interests created under this Agreement any nonjudicial foreclosure of any or under any other agreement relating to the Collateral by any available procedure, with or without judicial process; (v) to sell, assign, or otherwise dispose all of the Collateral or any part thereofother action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, either at and Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in exchange for cashor on account of the Collateral, on credit, whether representing collections or otherwise, with or without representations or warrantiesproceeds of Collateral, and upon whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantor may be applied by Secured Party without notice to Grantor to the Secured Obligations in such terms order and manner as Secured Party in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be acceptable deemed to have a rent-free tenancy of premises of Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided -------- that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s 's sole option and as Secured Party in their its sole discretion may deem advisable.
8.2 Debtor . Grantor will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be given as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. The Secured Party may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and place of any public sale of the Collateral, thereof or of the time on or after which any private sale or other intended disposition thereof is to be made. If required under applicable lawThe requirement of sending reasonable notice conclusively shall be met if such notice is mailed, Secured Party may be first class mail, postage prepaid, to Grantor at its address set forth in the purchaser Loan Agreement, or delivered or otherwise sent to Grantor, at any public least ten (10) days before the date of the sale. Ten days Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other disposition shall be considered security for the Secured Obligations except as expressly provided for in this paragraph. ------ With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as provided in the Uniform Commercial Code of California. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable noticeunder the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
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Rights Upon Event of Default. 8.1 Upon the occurrence and during the ---------------------------- continuance of an Event of Default under this AgreementDefault, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Secured Party may have at law under applicable Law or in equityequity or under this Agreement (including, under without limitation, all rights set forth in --------- Section 7 of this Agreement, 6 hereof) or under any other agreement executed by Debtor in favor of Secured PartyLoan Document, all rights and remedies of a secured party under the California Uniform Commercial CodeCode as enacted in any jurisdiction, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In and, in addition, upon the occurrence of an Event of Default, Secured Party shall have the following rights and remedies, all of which may be exercised with or without further notice to DebtorGrantor and without affecting the Obligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to directly receive foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and distributions exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of money, securities or any tangible or intangible property on or in any way related to the Collateral; (iif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the CollateralCollateral and/or any disputes with respect thereto; (iiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (j) to enforce payment and to prosecute any action or proceeding with respect to any and or all of the Collateral and take or bring, in the name of Secured Party or in the name of Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral; (iv) , including any judicial or nonjudicial foreclosure thereof or --------- thereon, and Grantor specifically consents to foreclose the liens and security interests created under this Agreement any nonjudicial foreclosure of any or under any other agreement relating to the Collateral by any available procedure, with or without judicial process; (v) to sell, assign, or otherwise dispose all of the Collateral or any part thereofother action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, either at and Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in exchange for cashor on account of the Collateral, on credit, whether representing collections or otherwise, with or without representations or warrantiesproceeds of Collateral, and upon whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantor may be applied by Secured Party without notice to Grantor to the Secured Obligations in such terms order and manner as Secured Party in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be acceptable deemed to have a rent-free tenancy of premises of Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over -------- to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s 's sole option and as Secured Party in their its sole discretion may deem advisable.
8.2 Debtor . Grantor will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be given as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. The Secured Party may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and place of any public sale of the Collateral, thereof or of the time on or after which any private sale or other intended disposition thereof is to be made. If required under applicable lawThe requirement of sending reasonable notice conclusively shall be met if such notice is mailed, Secured Party may be first class mail, postage prepaid, to Grantor at its address set forth in the purchaser Loan Agreement, or delivered or otherwise sent to Grantor, at any public least ten (10) days before the date of the sale. Ten days Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other disposition shall be considered security for the Secured Obligations except as expressly provided for in this paragraph. ------ With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as provided in the Uniform Commercial Code of California. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable noticeunder the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. 8.1 Upon Subject to Gaming Laws, upon the occurrence and during the continuance of an Event of Default under this the Credit Agreement, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Secured Party may have at law under applicable Law or in equityequity or under this Agreement (including, under without limitation, all rights set forth in Section 7 of this Agreement, 6 hereof) or under any other agreement executed by Debtor in favor of Secured PartyLoan Document, all rights and remedies of a secured party under the California Uniform Commercial CodeCode as enacted in the applicable jurisdiction, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In and, in addition, upon the occurrence of an Event of Default, Secured Party shall have the following rights and remedies, all of which may be exercised with or without further notice to DebtorGrantors and without affecting the obligations of Grantors hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to directly receive foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and distributions exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all interest, principal or other sums now or hereafter payable upon or on account of money, securities or any tangible or intangible property on or in any way related to the Collateral; (iif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral; (h) to settle, compromise, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the CollateralCollateral and/or any disputes with respect thereto; (iiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (j) to enforce payment and to prosecute any action or proceeding with respect to any and or all of the Collateral and take or bring, in the name of Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral; (iv) , including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to foreclose the liens and security interests created under this Agreement any nonjudicial foreclosure of any or under any other agreement relating to the Collateral by any available procedure, with or without judicial process; (v) to sell, assign, or otherwise dispose all of the Collateral or any part thereofother action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, either at and each Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in exchange for cashor on account of the Collateral, on credit, whether representing collections or otherwise, with or without representations or warrantiesproceeds of Collateral, and upon whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantors may be applied by Secured Party without notice to Grantors to the Secured Obligations in such terms order and manner as Secured Party in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be acceptable deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s 's sole option and as Secured Party in their its sole discretion may deem advisable.
8.2 Debtor . Grantors will, at Secured Party's request, assemble the Collateral (or any part thereof, as requested) and make it available to Secured Party at places which Secured Party may reasonably designate, whether at the premises of Grantors or elsewhere (provided, however, that Grantors shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful), and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party's taking possession of such Collateral or storing the same or removing or putting such Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be given as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors' places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable laws, Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorney costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. After all the Secured Obligations have been indefeasibly paid, the balance after such sale, disposition, collection or liquidation of the collateral shall immediately be reassigned and redelivered to the applicable Grantor or to the Person or Persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof, such notice as may be required by the applicable Uniform Commercial Code of the time and place of any public sale of the Collateral, thereof or of the time on or after which any private sale or other intended disposition thereof is to be made. If required under applicable law, Secured Party may Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be the purchaser at deemed to have conclusively received any public salesuch notice when received by Borrower. Ten days Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other disposition security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be considered required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be reasonable noticeretained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. 8.1 Upon the occurrence of an Event of Default under this Agreement, Secured Party shall have, in addition to all other rights and remedies that Secured Party may have at law or in equity, under Section 7 of this Agreement, or under any other agreement executed by Debtor in favor of Secured Party, all rights and remedies of a secured party under during the California Commercial Code, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In addition, upon the occurrence continuance of an Event of Default, Secured Party shall have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies which Secured Party may have under applicable law or in equity or under this Agreement (including, without limitation, all rights set forth in Section 6 hereof) or under any other Loan Document, all of its rights and remedies as a secured party under the Uniform Commercial Code as enacted in any jurisdiction, and in addition the following rights and remedies, all of which may be exercised to the maximum extent permitted by law with or without further notice to DebtorGrantor and without affecting the liability of Grantor hereunder or the enforceability of the security interests created hereby: (ia) to directly receive foreclose the liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party; (d)to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and distributions exclusively to Secured Party; (e)to collect by legal proceedings or otherwise all interest, principal or other sums now or hereafter payable upon or on account of money, securities or any tangible or intangible property on or in any way related to the Collateral; (iif)to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith, Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral; (g) to settle, compromise, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral; (iiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (i) to enforce payment and to prosecute any action or proceeding with respect to any and or all of the Collateral and take or bring, in the name of Secured Party or in the name of Grantor, steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral; (iv) , including any judicial or nonjudicial foreclosure thereof or thereon, and Grantor specifically consents to foreclose the liens and security interests created under this Agreement any nonjudicial foreclosure of any or under any other agreement relating to the Collateral by any available procedure, with or without judicial process; (v) to sell, assign, or otherwise dispose all of the Collateral or any part thereofother action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, either at and Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in exchange for cashor on account of the Collateral, on credit, whether representing collections or otherwise, with or without representations or warrantiesproceeds of Collateral, and upon such terms as whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantor shall be acceptable applied by Secured Party without notice to Grantor to the Obligation(s) in the order and manner as is provided for in the Loan Agreement or, if no such provision is applicable, in such order and manner as Secured PartyParty in its sole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights under any of the Loan Documents; (l) to remove from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Grantor, use such of its supplies and space at its places of business as may be necessary to properly administer and control the portion of the Collateral owned by it or the handling of collections and realizations thereon; (m)to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n)to exercise all other rights, powers and remedies of an owner of the Collateral; all at Secured Party’s 's sole option and as Secured Party in their its sole discretion may deem advisable.
8.2 Debtor shall be given reasonable notice of the time . Grantor will, at Secured Party's request, assemble all Collateral and place of any public sale of the Collateral, or of the time on or after make it available to Secured Party at places which any private sale or other intended disposition is to be made. If required under applicable law, Secured Party may be designate, whether at the purchaser at any public sale. Ten days notice premises of any public Grantor or private sale elsewhere, and will make available to Secured Party all premises and facilities of Grantor for the purpose of Secured Party's taking possession of the Collateral or other disposition shall be considered to be reasonable noticeremoving or putting the Collateral in salable form.
Appears in 1 contract
Rights Upon Event of Default. 8.1 9.1 Upon the occurrence and during the continuation of an Event of Default under this AgreementDefault, Secured Party shall have, in addition to all other rights and remedies that Secured Party may have at law or in equity, under Section 7 of this Agreement, or under any other document or agreement executed by Debtor Pledgor in favor of Secured Party, all rights and remedies of a secured party under the California Commercial Code, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In addition.
9.2 Without limiting anything contained herein, including the immediately preceding paragraph, or available to Secured Party by law, upon the occurrence of an Event of Default, Secured Party shall have the following rights and remedies, all of which may be exercised in Secured Party’s sole and absolute discretion and with or without further notice to DebtorPledgor: (i) to receive directly receive any and all payments and distributions of money, securities or any tangible or intangible property on or in any way related to the Collateral; (ii) to settle, compromise, or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral; (iii) to enforce payment and to prosecute any action or proceeding with respect to any and all of the Collateral; (iv) to foreclose the liens and security interests created under this Agreement or under any other agreement relating to the Collateral by any available procedure, with or without judicial process; and (v) to sell, assign, or otherwise dispose of the Collateral or to any part thereofparty, either at public or private sale or any broker’s board, in lots or in bulk, for cash, on credit, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to Secured Party; , all of the foregoing at Secured Party’s sole option and as Secured Party deems advisable or proper in their Secured Party’s sole discretion may deem advisableand absolute discretion.
8.2 Debtor 9.3 Secured Party shall have the right, without notice or demand or legal process, to enter upon any premises of Pledgor for the purpose of taking possession of any Collateral.
9.4 Pledgor shall be given reasonable notice of the time and place of any public sale of the Collateral, or of the time on or after which any private sale or other intended disposition is to be made. If required under applicable law, Secured Party may be the purchaser at any public sale. Ten days Sixty (60) days’ notice of any public or private sale or other disposition shall be considered to be reasonable notice.
9.5 Notwithstanding anything else to the contrary herein, Pledgor expressly acknowledges and agrees that if an Event of Default occurs and such Event of Default remains uncured for a period of thirty (30) days after the occurrence thereof, then, in addition to any other rights and remedies that Secured Party may have at law, in equity or under this Agreement, Secured Party shall retain possession of the Certificates, at which time Secured Party shall obtain and receive title to and ownership of the Pledged Shares, free and clear of any claim, right or demand owing to Pledgor, and without the requirement of commencing legal or equitable process.
Appears in 1 contract
Samples: Contingent Share Purchase Agreement (Hightimes Holding Corp.)
Rights Upon Event of Default. 8.1 Upon Subject to compliance with applicable Gaming Laws, upon the occurrence and during the continuance of an Event of Default under this AgreementDefault, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Secured Party may have at law under applicable Law or in equityequity or under this Agreement (including, under without limitation, all rights set forth in Section 7 of this Agreement, 6 hereof) or under any other agreement executed by Debtor in favor of Secured PartyLoan Document, all rights and remedies of a secured party under the California Uniform Commercial CodeCode as enacted in any jurisdiction, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In and, in addition, upon the occurrence of an Event of Default, Secured Party shall have the following rights and remedies, all of which may be exercised with or without further notice to DebtorGrantor and without affecting the Obligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to directly receive foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and distributions exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of money, securities or any tangible or intangible property on or in any way related to the Collateral; (iif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the CollateralCollateral and/or any disputes with respect thereto; (iiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (j) to enforce payment and to prosecute any action or proceeding with respect to any and or all of the Collateral and take or bring, in the name of Secured Party or in the name of Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral; (iv) , including any judicial or nonjudicial foreclosure thereof or thereon, and Grantor specifically consents to foreclose the liens and security interests created under this Agreement any nonjudicial foreclosure of any or under any other agreement relating to the Collateral by any available procedure, with or without judicial process; (v) to sell, assign, or otherwise dispose all of the Collateral or any part thereofother action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, either at and Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in exchange for cashor on account of the Collateral, on credit, whether representing collections or otherwise, with or without representations or warrantiesproceeds of Collateral, and upon whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantor may be applied by Secured Party without notice to Grantor to the Secured Obligations in such terms order and manner as Secured Party in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be acceptable deemed to have a rent-free tenancy of premises of Grantor for such purposes and for such periods of time as reasonably required by Secured Party; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in their its sole discretion may deem advisable.
8.2 Debtor . Grantor will, at Secured Party’s request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the purpose of Secured Party’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be given as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor’s places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may also request, in connection therewith, the Indiana Gaming Commission to petition a District Court of the State of Indiana for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the reasonable costs and expenses (including reasonable attorneys’ fees) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting and liquidating the Collateral, and the like; and then to the satisfaction of the Secured Obligations, with application as to any particular Secured Obligations to be in the order set forth in the Credit Agreement or other Loan Documents. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and place of any public sale of the Collateral, thereof or of the time on or after which any private sale or other intended disposition thereof is to be made. If required under applicable lawThe requirement of sending reasonable notice conclusively shall be met if such notice is mailed, Secured Party may be first class mail, postage prepaid, to Grantor at its address set forth in the purchaser Credit Agreement, or delivered or otherwise sent to Grantor, at any public least ten (10) days before the date of the sale. Ten days Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Secured Party (i) may dispose of the Collateral in its then present condition or following such preparation and processing as Secured Party deems commercially reasonable, (ii) shall have no duty to prepare or process the Collateral prior to sale, (iii) may disclaim warranties of title, possession, quiet enjoyment and the like, and (iv) may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and none of the foregoing actions shall be considered deemed to adversely affect the commercial reasonableness of the disposition of the Collateral. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as provided in the Uniform Commercial Code of California. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable noticeunder the circumstances then existing, then (a) the sale shall be not be deemed to be commercially unreasonable by reason of price, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. 8.1 Upon the occurrence of an Event of Default under this Agreement, Secured Party shall have, in addition to all other rights and remedies that Secured Party may have at law or in equity, under Section 7 of this Agreement, or under any other agreement executed by Debtor in favor of Secured Party, all rights and remedies of a secured party under during the California Commercial Code, which rights and remedies of Secured Party shall be cumulative and non-exclusive. In addition, upon the occurrence continuance of an Event of Default, Secured Party shall have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies which Secured Party may have under applicable law or in equity or under this Agreement (including, without limitation, all rights set forth in Section 6 hereof) or under any other Loan Document, all of its rights and remedies as a secured party under the Uniform Commercial Code as enacted in any jurisdiction, and in addition the following rights and remedies, all of which may be exercised to the maximum extent permitted by law with or without further notice to DebtorGrantor and without affecting the liability of Grantor hereunder or the enforceability of the security interests created hereby: (ia) to directly receive foreclose the liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and distributions exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all interest, principal or other sums now or hereafter payable upon or on account of money, securities or any tangible or intangible property on or in any way related to the Collateral; (iif) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith, Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral; (g) to settle, compromise, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral; (iiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (i) to enforce payment and to prosecute any action or proceeding with respect to any and or all of the Collateral and take or bring, in the name of Secured Party or in the name of Grantor, steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral; (iv) , including any judicial or nonjudicial foreclosure thereof or thereon, and Grantor specifically consents to foreclose the liens and security interests created under this Agreement any nonjudicial foreclosure of any or under any other agreement relating to the Collateral by any available procedure, with or without judicial process; (v) to sell, assign, or otherwise dispose all of the Collateral or any part thereofother action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, either at and Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in exchange for cashor on account of the Collateral, on credit, whether representing collections or otherwise, with or without representations or warrantiesproceeds of Collateral, and upon such terms as whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantor shall be acceptable applied by Secured Party without notice to Grantor to the Obligation(s) in the order and manner as is provided for in the Loan Agreement or, if no such provision is applicable, in such order and manner as Secured PartyParty in its sole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights under any of the Loan Documents; (l) to remove from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Grantor, use such of its supplies and space at its places of business as may be necessary to properly administer and control the portion of the Collateral owned by it or the handling of collections and realizations thereon; (m) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers and remedies of an owner of the Collateral; all at Secured Party’s 's sole option and as Secured Party in their its sole discretion may deem advisable.
8.2 Debtor shall be given reasonable notice of the time . Grantor will, at Secured Party's request, assemble all Collateral and place of any public sale of the Collateral, or of the time on or after make it available to Secured Party at places which any private sale or other intended disposition is to be made. If required under applicable law, Secured Party may be designate, whether at the purchaser at any public sale. Ten days notice premises of any public Grantor or private sale elsewhere, and will make available to Secured Party all premises and facilities of Grantor for the purpose of Secured Party's taking possession of the Collateral or other disposition shall be considered to be reasonable noticeremoving or putting the Collateral in salable form.
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