Sale and Release of Collateral Sample Clauses

Sale and Release of Collateral. Notwithstanding anything to the ------------------------------ contrary contained in any of the Agreements, until payment in full of the Lender Debt, only Lender shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of Collateral, subject in certain circumstances to the receipt by Note Trustee of certain certificates and opinions as set forth in Section 3.4(a) hereof.
Sample 1
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Sale and Release of Collateral. Only Imperium shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of the Collateral. With respect to sales, transfers or other dispositions of Collateral having a value in the aggregate of less than $200,000 or with respect to the sale, transfer or other disposition of any Collateral after the occurrence of an Event of Default under the Imperium Documents, CDS shall (a) be deemed to have automatically and without further action released and terminated any Liens it may have on the Collateral to the extent such Collateral is sold or otherwise disposed of either by Imperium, or any Obligor with the consent of Imperium, (b) be deemed to have authorized Imperium to file UCC amendments and terminations covering the Collateral so sold or otherwise disposed of as to UCC financing statements between any Obligor and CDS to evidence such release and termination, (c) promptly upon the request of Imperium execute and deliver such other release documents and confirmations of the authorization to file UCC amendments and terminations provided for herein, in each case as Imperium may require in connection with such sale or other disposition by Imperium or any Obligor with the consent of Imperium to evidence and effectuate such termination and release, provided that any such release or UCC amendment or termination by CDS shall not extend to or otherwise affect the rights of CDS to the proceeds from any such sale or other disposition of Collateral after payment in full of the Imperium Debt, and (d) be deemed to have consented under the CDS Documents to such sale or other disposition. In the event that for any reason CDS shall fail to immediately execute and deliver to Imperium any such release documents, Imperium is hereby irrevocably authorized to execute and deliver such release documents on behalf of CDS as its attorney-in-fact.
Sample 1
Sale and Release of Collateral. Only the Secured Creditor ---------------------------------- with the senior Lien in the Collateral shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of such Collateral. The Secured Creditor with the junior Lien on any Collateral shall: (a) be deemed to have automatically and without further action released and terminated any Liens it may have on such Collateral to the extent such Collateral is sold or otherwise disposed of either by the Secured Creditor with the senior Lien on such Collateral, any agent of such Secured Creditor, or any Obligor with the consent of such Secured Creditor, (b) be deemed to have authorized the Secured Creditor with the senior Lien on such Collateral to file UCC amendments and terminations covering the Collateral so sold or otherwise disposed of as to UCC financing statements between any Obligor and the Secured Creditor with the junior Lien thereon or any other Secured Creditor to evidence such release and termination, (c) promptly upon the request of the Secured Creditor with the senior Lien thereon execute and deliver such other release documents and confirmations of the authorization to file UCC amendments and terminations provided for herein, in each case as the Secured Creditor with the senior Lien thereon may require in connection with such sale or other disposition by such Secured Creditor, such Secured Creditor's agents or any Obligor with the consent of such Secured Creditor to evidence and effectuate such termination and release, provided, that, any such release or UCC amendment or termination by or on behalf of the Secured Creditor with the junior Lien thereon shall not extend to or otherwise affect any of the rights, if any, of such Secured Creditor with the junior Lien to the proceeds from any such sale or other disposition of Collateral upon the payment and satisfaction in full of the Revolving Loan Debt or the Noteholder Debt, as the case may be, whichever is secured by the senior Lien on such Collateral and (d) be deemed to have consented under the Agreements of the Secured Creditor with the junior Lien thereon and the Secured Creditors for whom such Secured Creditor is acting to such sale or other disposition, provided, that, in any sale or other disposition of any of the Collateral by either Secured Creditor under the Uniform Commercial Code or other applicable law, such Secured Creditor shall conduct such sale or other disposition in a commercially r...
Sample 1
Sale and Release of Collateral. (a) Notwithstanding anything to the contrary contained in any of the Agreements, only the Agent with the senior Lien in the Collateral shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of such Collateral. Subject to the terms of Sections 2.8(b), 2.10 and 2.12(b) below, the Agent and any other Lender with the junior Lien on any Collateral shall:
Sample 1
Sale and Release of Collateral. (a) Notwithstanding anything to the contrary contained in any of the Agreements, until the payment in full of the Senior Debt, only Senior Creditor Agent shall have the right to restrict or permit, or approve or disapprove, the sale, transfer, lease, license or other disposition of Collateral, provided that (i) any sale, transfer, lease, license or other disposition of Collateral shall be conducted in a commercially reasonable manner and (ii) in no event shall Noteholder Agent or any Noteholder take any action to hinder, delay or prevent any sale, transfer, lease, license or other disposition of Collateral, or the terms hereof allowing such sale, transfer, lease, license or other disposition of Collateral, not be deemed fulfilled as a result of any claim by Noteholder Agent or any Noteholder that any such sale, transfer, lease, license or other disposition of Collateral has not been conducted in a commercially reasonable manner and (iii) the failure of Noteholder Agent or any Noteholder to take such action shall not be deemed to waive or release any claims of Noteholder Agent or such Noteholder as a result of any such sale, transfer, lease, license or other disposition of Collateral not being conducted in a commercially reasonable manner. After payment in full of the Senior Debt and until the payment in full of the Noteholder Debt, only Noteholder Agent shall have the right to restrict or permit, or approve or disapprove, the sale, transfer, lease, license or other disposition of Collateral. Any sale, transfer, lease, license or other disposition of Collateral by Noteholder Agent shall be conducted in a commercially reasonable manner.
Sample 1
Sale and Release of Collateral. (a) Notwithstanding anything to the contrary contained in any of the Agreements, only Senior Creditor shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. Junior Creditor shall, upon receipt of written notice from Senior Creditor of a proposed sale or other disposition of Collateral:
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Related to Sale and Release of Collateral

  • Release of Collateral Subject to Section 11.01 and the terms of the Basic Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt by it of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

  • Partial Release of Collateral Lender hereby releases the following collateral:

  • Amendments, Waivers and Release of Collateral Neither this Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified except in accordance with the provisions of this Section nor may be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section 9.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification or release shall:

  • Specified Releases of Collateral Subject to Section 12.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including the Intercreditor Agreement, or as provided hereby. Upon the request of the Company pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met and without the consent of any Holder, the Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under the Notes and the Guarantees under any one or more of the following circumstances:

  • Release of Collateral, etc Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Liabilities;

  • Release of Liens In the event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor Remedies, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

  • Release of a Guarantor (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.

  • Release of Lien (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof.

  • Termination of Security Interests; Release of Collateral Upon payment in full of all Secured Obligations, the Security Interests shall terminate and all rights to the Collateral shall revert to Debtor. Upon such termination of the Security Interest or release of any Collateral, the Secured Party will, at the expense of Debtor, execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence the termination of the Security Interest or the release of such Collateral, as the case may be.

  • Purchase of Collateral Credit bid and purchase all or any portion of the Collateral at any public sale. Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower.

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