Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereof.
Appears in 4 contracts
Samples: Share Pledge Agreement (Panda Global Holdings Inc), Share Pledge Agreement (Panda Global Holdings Inc), Share Pledge Agreement (Panda Global Holdings Inc)
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, Each purchaser at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention sale pursuant to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale this Agreement shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right on the part of whatsoever kindPledgor, including and Pledgor hereby waives, to the fullest extent permitted by applicable Laws, all rights of redemption, stay and appraisal which Pledgor now has or may at any equity time in the future have under any applicable Law now existing or right hereafter enacted. Neither Pledgee’s compliance with the UCC or any other applicable Law, in the conduct of redemption any sale made pursuant to this Agreement, nor its disclaimer of any warranties relating to the PledgorPledged Collateral, shall be considered to adversely affect the commercial reasonableness of such sale. The Pledgee shall give the Pledgor at least ten (10) 10 days' ’ written notice (which the Pledgor agrees is reasonable notificationnotice within the meaning of Section 9-612 of the UCC) of Pledgee’s intention to make any such public or private salesale of Pledged Collateral. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant of any Pledged Collateral if it shall determine not to any do so, regardless of the fact that notice of sale of such noticePledged Collateral shall have been given. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may may, without further notice, be made at any the time or and place to which the same was so adjourned. To the fullest extent permitted by applicable Laws, Pledgee may be so adjourned without further notice bid for or publication. In case of any sale of all purchase the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to Pledgee from Pledgor as a credit against the purchase price and Pledgee may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledgor therefor. Pledgor agrees to pay any deficiency remaining after collection or realization by Pledgee on the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofCollateral.
Appears in 2 contracts
Samples: Pledge Agreement (Usana Health Sciences Inc), Security Agreement (Planar Systems Inc)
Sale of Pledged Collateral. If (a) Without limiting the generality of Section 5.01, if an Event of Default shall have occurred and be continuing, thenthe Collateral Agent may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at of the Pledgee's place of business Collateral Agent’s corporate trust offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, delivery and at such price or prices and upon such other terms as are commercially reasonable, irrespective of the impact of any such sale on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay or 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. The Pledgee shall give the Pledgor agrees that at least ten (10) days' ’ notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, therefore and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Collateral Agent shall incur no liability as a result of the same may be so adjourned without further notice or publication. In case of any sale of all the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (CBRE Acquisition Holdings, Inc.), Credit Agreement (Sunpower Corp)
Sale of Pledged Collateral. If Subject at all times to the provisions of the Intercreditor Agreement and the Subordination Agreement, upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, thenwithout limiting the generality of this Section and without notice, and without any obligation of the Pledgees to proceed against Pledgor or any other assets of Pledgor, the Pledgees may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)its discretion, exercise any or all the rights and remedies of available upon default to a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction (whether or not of the Code applies to State of California, including without limitation the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract right to sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more salesparcels, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's ’s board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such other terms (includingas the Pledgees may deem commercially reasonable, without limitationfor cash, a requirement that any credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law, Pledgees may in such event, bid for the purchase of such securities or cause all or any part portion of the Pledged Collateral to be transferred into Pledgees’s name or the name of its nominee and exercise all rights, powers and remedies of an owner. Pledgor agrees that Pledgees has no obligation to preserve rights to the Pledged Collateral or marshaling any Pledged Collateral for investment be the benefit of any Person. Pledgees may sell the Pledged Collateral without giving any intention warranties as to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either Pledged Collateral and may specifically disclaim any warranties of title or the like without affecting the commercial reasonableness of the Lenders may be the purchasers sale of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right Collateral. Pledgees is hereby granted a license or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the other right to deliveruse, assign without charge, Pledgor’s labels, patents, copyrights, name, trade secrets, trade names, trademarks and transfer to the purchaser thereof (including either of the Lenders) the advertising matter, or any similar property, in completing production, advertising or selling any Pledged Collateral so soldand Pledgor’s rights under all licenses and all franchise agreements shall inure to Pledgees’s benefit. Except if and Pledgor agrees that, to the extent otherwise prohibited by law, each purchaser (including either notice of the Lenders) at any such sale shall hold the Pledged Collateral so sold absolutely free from be required by law and has not been waived by Pledgor, any claim or right requirement of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state be met if notice, specifying the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale shall be held at such time , is personally served on or times within ordinary business hours as the Pledgee shall fix mailed, postage prepaid, to Pledgor, in accordance with the notice provisions of the Stock Purchase Agreement at least five (5) days before the time of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee Pledgees shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Pledgees may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which the same may be it was so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofadjourned.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Origo Acquisition Corp), Stock Purchase Agreement (Hightimes Holding Corp.)
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, Each purchaser at any exchange sale pursuant to this Agreement shall hold the property sold absolutely, free from any claim or broker's board or at right on the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment Pledgor, and the Pledgor hereby waives, to the fullest extent permitted by applicable laws, all rights of redemption, stay and appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee shall be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold authorized at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, to restrict the prospective bidders or purchasers as to their number, nature of business persons who will represent and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the Lenders) agree that they are purchasing the Pledged Collateral so sold. Except if for their own account for investment and not with a view to the extent otherwise prohibited by distribution or sale thereof. Neither the Pledgee's compliance with the UCC or any other applicable law, each purchaser (including either in the conduct of the Lenders) at any such sale shall hold made pursuant to this Agreement, nor its disclaimer of any warranties relating to the Pledged Collateral so sold absolutely free from any claim or right Collateral, shall be considered to adversely affect the commercial reasonableness of whatsoever kind, including any equity or right of redemption of the Pledgorsuch sale. The Pledgee shall give the Pledgor at least ten (10) days' written notice (which the Pledgor agrees is reasonable notificationnotice within the meaning of Section 9A-612 of the UCC) of the Pledgee's intention to make any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsCollateral. The Pledgee shall not be obligated to make any sale pursuant of any Pledged Collateral if it shall determine not to any do so, regardless of the fact that notice of sale of such noticePledged Collateral shall have been given. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may may, without further notice, be made at any the time or and place to which the same was so adjourned. To the fullest extent permitted by applicable laws, the Pledgee may be so adjourned without further notice bid for or publication. In case of any sale of all purchase the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Pledgee from the Pledgor as a credit against the purchase price and the Pledgee, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Pledgor therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Pledgee shall be free to carry out such sale pursuant to such agreement and the Pledgor shall not be entitled to the return of the Pledged Collateral on credit or for future deliveryany portion thereof subject thereto, notwithstanding the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but fact that after the Pledgee shall not incur have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. To the fullest extent permitted by applicable laws, any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold sale pursuant to the provisions hereofof this subsection (b) shall be deemed to conform to the commercially reasonable standards as provided in Section 9A-610(b) of the UCC.
Appears in 2 contracts
Samples: Master Royalty and Use Agreement (Clearwire Corp), Master Royalty and Use Agreement (Clearwire Corp)
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, Each purchaser at any exchange sale pursuant to this Agreement shall hold the property sold absolutely, free from any claim or broker's board or at right on the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment Pledgor, and the Pledgor hereby waives, to the fullest extent permitted by applicable Laws, all rights of redemption, stay and appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Administrative Agent shall be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold authorized at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, to restrict the prospective bidders or purchasers as to their number, nature of business Persons who will represent and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the Lenders) agree that they are purchasing the Pledged Collateral so sold. Except if for their own account for investment and not with a view to the extent otherwise prohibited by lawdistribution or sale thereof. Neither the Administrative Agent’s compliance with the UCC or any other applicable requirement of Law, each purchaser (including either in the conduct of the Lenders) at any such sale shall hold made pursuant to this Agreement, nor its disclaimer of any warranties relating to the Pledged Collateral so sold absolutely free from any claim or right Collateral, shall be considered to adversely affect the commercial reasonableness of whatsoever kind, including any equity or right of redemption of the Pledgorsuch sale. The Pledgee Administrative Agent shall give the Pledgor at least ten (10) days' ’ written notice (which the Pledgor agrees is reasonable notificationnotice within the meaning of Section 9A-612 of the UCC) of the Administrative Agent’s intention to make any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsCollateral. The Pledgee Administrative Agent shall not be obligated to make any sale pursuant of any Pledged Collateral if it shall determine not to any do so, regardless of the fact that notice of sale of such noticePledged Collateral shall have been given. The Pledgee Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may may, without further notice, be made at any the time or and place to which the same was so adjourned. To the fullest extent permitted by applicable Laws, the Administrative Agent or any other Lender may be so adjourned without further notice bid for or publication. In case of any sale of all purchase the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Administrative Agent or such Lender from the Pledgor as a credit against the purchase price and the Administrative Agent or such Lender may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Pledgor therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and the Pledgor shall not be entitled to the return of the Pledged Collateral on credit or for future deliveryany portion thereof subject thereto, notwithstanding the Pledged Collateral so sold may be retained fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. To the fullest extent permitted by the Pledgee until the full selling price is paid by the purchaser thereofapplicable Laws, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold sale pursuant to the provisions hereofof this subsection (b) shall be deemed to conform to the commercially reasonable standards as provided in Section 9A-610(b) of the UCC.
Appears in 2 contracts
Samples: Security Agreement (Flow International Corp), Credit Agreement (Flow International Corp)
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuingSecured Party is authorized, then, in addition to at any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif Secured Party deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Secured Party shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee Secured Party shall give the Pledgor at least ten (10) days' ’ written notice (which the Pledgor agrees is reasonable notification) of Secured Party’s intention to make any such public or private salesales or sale at broker’s board or on a securities exchange. Such notice notice, in case of sale at broker’s board or a securities exchange, shall state the time and place fixed for any public sale and the time after board or exchange at which any private such sale is to be made. Any such public made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered to sale shall be held at such time board or times within ordinary business hours as the Pledgee shall fix in the notice of such saleexchange. At any such sale sale, the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as the Secured Party may determine. The Pledgee Secured Party shall not be obligated to make any such sale pursuant to any such notice. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling price is paid by the purchaser thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so soldsuch selling price, and, in case of any such failure, and such Pledged Collateral may again be sold pursuant upon like notice. Secured Party may also, at Secured Party's discretion, proceed by a suit or suits at law, or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any part thereof, Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure the same.
Appears in 2 contracts
Samples: Pledge Agreement (Arkanova Energy Corp.), Note Purchase Agreement (Arkanova Energy Corp)
Sale of Pledged Collateral. If (a) Without limiting the generality of Section 5.1, if an Event of Default shall have occurred and be continuing, thenthe Administrative Agent may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at of the Pledgee's place of business Administrative Agent’s corporate trust offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at irrespective of the impact of any such sales on the market price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee shall give the Pledgor agrees that at least ten (10) days' ’ notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Administrative Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Administrative Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Pledgor hereby waives any claims against the same may be so adjourned without further notice or publication. In case of any sale of all or any part Administrative Agent arising by reason of the fact that the price at which any Pledged Collateral on credit or for future deliverymay have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Pledged Collateral so sold may be retained by Administrative Agent accepts the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall first offer received and does not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, offer such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree so long as such process is commercially reasonable.
Appears in 2 contracts
Samples: Credit Agreement (James River Group Holdings, Ltd.), Pledge and Security Agreement (State Auto Financial CORP)
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee Security Agent may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction (whether or not the Uniform Commercial Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the PledgeeSecurity Agent, at any exchange or broker's board or at the PledgeeSecurity Agent's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee Security Agent shall, in its sole discretion, deem appropriate. Either of the Lenders Any Secured Party may be the purchasers purchaser of any or all of the Pledged Collateral so sold at any such a public sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kindkind and the obligations of the Pledgor to such purchaser may be applied as a credit against the purchase price. The Pledgee Security Agent may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee Security Agent shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the Lendersany Secured Party) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lendersany Secured Party) at any such sale shall hold the Pledged Collateral so sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee Security Agent shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notificationnotification within the meaning of Section 9-504(c) of the Uniform Commercial Code of the State of New York or its equivalent in the Uniform Commercial Code of any other relevant jurisdiction) of any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee Security Agent shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee Security Agent shall not be obligated to make any sale pursuant to any such notice. The Pledgee Security Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Security Agent until the full selling price is paid by the purchaser thereof, but the Pledgee Security Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereof.
Appears in 2 contracts
Samples: Stock Pledge Agreement (New England Electric System), Stock Pledge Agreement (New England Electric System)
Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to itSection 5.1, the Pledgee may Collateral Agent, upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, may, without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board sale or at the PledgeeCollateral Agent's place of business corporate trust office or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as is commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or 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. The Pledgee Pledgor agrees that, to the extent notice of sale shall give the Pledgor be required by law, at least ten (10) days' notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Collateral Agent shall incur no liability as a result of the same may be so adjourned without further notice or publication. In case of any sale of all the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral on credit or for future deliverymay have been sold at such a private sale, if commercially reasonable, was less than the Pledged price which might have been obtained at a public sale, even if the Collateral so sold may be retained by Agent accepts the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall first offer received and does not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, offer such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree.
Appears in 2 contracts
Samples: Pledge and Security Agreement (LSP Batesville Funding Corp), Pledge and Security Agreement (LSP Batesville Funding Corp)
Sale of Pledged Collateral. If (a) Without limiting the generality of Section 5.1, if an Event of Default shall have occurred and be continuing, thenthe Collateral Agent may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or brokerof the Collateral Agent's board or at the Pledgee's place of business corporate trust offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as are commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right on the part of whatsoever kindPledgor, including and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any equity time in the future have under any rule of law or right of redemption of the Pledgorstatute now existing or hereafter enacted. The Pledgee shall give the Pledgor agrees that at least ten (10) days' days notice (which the to Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Collateral Agent shall incur no liability as a result of the same may be so adjourned without further notice or publication. In case of any sale of all the Pledged Collateral, or any part thereof, at any public or private sale. Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree.
Appears in 2 contracts
Samples: Membership Interest Pledge Agreement (Delta Energy Center, LLC), Membership Interest Pledge Agreement (Delta Energy Center, LLC)
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuingSecured Party is authorized, then, in addition to at any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif Secured Party deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Secured Party shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee Secured Party shall give the Pledgor at least ten (10) days' ’ written notice (which the Pledgor agrees is reasonable notification) of Secured Party’s intention to make any such public or private salesales or sale at broker’s board or on a securities exchange. Such notice notice, in case of sale at broker’s board or a securities exchange, shall state the time and place fixed for any public sale and the time after board or exchange at which any private such sale is to be made. Any such public made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered to sale shall be held at such time board or times within ordinary business hours as the Pledgee shall fix in the notice of such saleexchange. At any such sale sale, the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as the Secured Party may determine. The Pledgee Secured Party shall not be obligated to make any such sale pursuant to any such notice. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling price is paid by the purchaser thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so soldsuch selling price, and, in case of any such failure, and such Pledged Collateral may again be sold pursuant upon like notice. Secured Party may also, at Secured Party’s discretion, proceed by a suit or suits at law, or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any part thereof, Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure the same.
Appears in 2 contracts
Samples: Conversion and Loan Modification Agreement (Arkanova Energy Corp.), Note Purchase Agreement (Arkanova Energy Corp.)
Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to itSection 5.1, the Pledgee may Collateral Agent, upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, may, without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or brokerof the Collateral Agent's board or at the Pledgee's place of business corporate trust office or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as is commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or 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. The Pledgee Pledgor agrees that, to the extent notice of sale shall give the Pledgor be required by law, at least ten (10) days' notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Collateral Agent shall incur no liability as a result of the same may be so adjourned without further notice or publication. In case of any sale of all the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree.
Appears in 2 contracts
Samples: Pledge and Security Agreement (LSP Batesville Funding Corp), Pledge and Security Agreement (LSP Batesville Funding Corp)
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to Pledgee is authorized at any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif it deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor which hereby specifically waives, to the Pledgorfullest extent permitted by applicable law, all rights of redemption, stay, or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted, and such waiver shall be deemed to have been made after default. The Pledgee shall give the Pledgor at least ten (10) days' ’ written notice (which the Pledgor agrees is reasonable notification) of its intention to make any such public or private salesale or sale at broker’s board or on a securities exchange. Such notice notice, in case of sale at broker’s board or on a securities exchange, shall state the time and place fixed for any public sale and the time after board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or that portion thereof so being sold, which will first be offered for sale at such board or exchange. Any Pledgee shall have no obligation to disclose or provide any information concerning the Issuer or the Pledged Collateral to prospective purchasers of the Pledged Collateral other than information in its possession at such public sale time, and Pledgor agrees and acknowledges that it shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice commercially reasonable for any notices of any such sale, published or otherwise, to specifically so state. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as Pledgee may elect, and any such election shall be presumed to be commercially reasonable. The Pledgee shall not be obligated to make any such sale pursuant to any such notice. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant upon like notice. Pledgee may also, at its discretion, proceed by a suit or suits at law or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval, or authorization of any state, municipal, or other governmental department, agency, or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval, or authorization, and will otherwise use his best efforts to secure the same.
Appears in 1 contract
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition Subject to any other rights and remedies provided for herein or otherwise available to itthe Collateral Sharing Agreement, the Pledgee may without Collateral Agent is authorized, at any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif it deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Collateral Agent shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption redemption, of the PledgorBorrower which hereby specifically waives all rights of redemption, stay, or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted, and such waiver shall be deemed to have been made after default. The Pledgee Collateral Agent shall give the Pledgor at least Borrower ten (10) days' written notice (which the Pledgor agrees is reasonable notification) of its intention to make any such public or private salesale or sale at broker's board or on a securities exchange. Such notice notice, in case of sale at broker's board or on a securities exchange, shall state the time and place fixed for any public sale and the time after board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or that portion thereof so being sold, which will first be offered for sale at such board or exchange. Any such public sale The Collateral Agent shall be held have no obligation to disclose or provide any information concerning the Issuer to prospective purchasers of the Pledged Collateral other than information in its possession at such time or times within ordinary business hours as the Pledgee and Borrower agrees and acknowledges that it shall fix in the notice be commercially reasonable for any notices of any such sale, published or otherwise to specifically so state. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may elect, and any such election shall be presumed to be commercially reasonable. The Pledgee Collateral Agent shall not be obligated to make any such sale pursuant to any such notice. The Pledgee Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Collateral Agent until the full selling price is paid by the purchaser thereof, but the Pledgee Collateral Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant upon like notice. The Collateral Agent may also, at its discretion, proceed by a suit or suits at law, or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state municipal or other governmental department, agency or authority should be necessary to effectuate any salt or other disposition of the Pledged Collateral, or any part disposition of the Pledged Collateral, or any part thereof, Borrower will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure the same.
Appears in 1 contract
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuingThe Secured Party is authorized, then, in addition to at -------------------------- any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif the Secured Party deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Secured Party shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of of' any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling price is paid by the purchaser thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so soldsuch selling price, and, in case of any such failure, and such Pledged Collateral may again be sold pursuant upon like notice. The Secured Party may also, at the Secured Party's discretion, proceed by a suit or suits at law, or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any part thereof, Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure the same.
Appears in 1 contract
Samples: Pledge Agreement (Polyphase Corp)
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to Lender is authorized at any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif it deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Lender shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor which hereby specifically waives, to the Pledgorfullest extent permitted by applicable law, all rights of redemption, stay, or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted, and such waiver shall be deemed to have been made after default. The Pledgee Lender shall give the Pledgor at least ten (10) days' written notice (which the Pledgor agrees is reasonable notification) of its intention to make any such public or private salesale or sale at broker's board or on a securities exchange. Such notice notice, in case of sale at broker's board or on a securities exchange, shall state the time and place fixed for any public sale and the time after board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or that portion thereof so being sold, which will first be offered for sale at such board or exchange. Any Lender shall have no obligation to disclose or provide any information concerning Issuer or the Pledged Collateral to prospective purchasers of the Pledged Collateral other than information in its possession at such public sale time, and Pledgor agrees and acknowledges that it shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice commercially reasonable for any notices of any such sale, published or otherwise, to specifically so state. At any such sale sale, the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may elect, and any such election shall be presumed to be commercially reasonable. The Pledgee Lender shall not be obligated to make any such sale pursuant to any such notice. The Pledgee Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Lender until the full selling price is paid by the purchaser thereof, but the Pledgee Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant upon like notice. Lender may also, at its discretion, proceed by a suit or suits at law or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval, or authorization of any state, municipal, or other governmental department, agency, or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval, or authorization, and will otherwise use its best efforts to secure the same.
Appears in 1 contract
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose a) The sale of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and portion thereof may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, made at any public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhereon any securities exchange, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, Secured Party shall deem appropriate. Either of the Lenders may The Secured Party shall be the purchasers of any or all of the Pledged Collateral so sold authorized at any such sale and thereafter hold (to the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, extent it deems it advisable to do so) to restrict the prospective bidders or purchasers as to persons who will represent and agree that they are purchasing the Pledged Collateral then being sold for their numberown account for investment and not with a view to the distribution or resale thereof, nature and upon consummation of business and investment intention. Upon any such sale, sale the Pledgee Secured Party shall have the right to deliverassign, assign endorse, transfer and transfer deliver to the purchaser or purchasers thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each such purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all right of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee Except in the case of Pledged Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized exchange, the Secured Party shall give to the Pledgor at least ten (10) days' written notice (which of the Pledgor agrees is reasonable notification) of Secured Party's intention to make any such public or private salesale or sale at a broker's board or on any such securities exchange. Such notice notice, in case of public sale, shall state the time and place fixed for any public such sale, and, in the case of sale and at a broker's board or on a securities exchange, shall state the time after board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or any portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours hours, and at such place or places, as the Pledgee shall Secured Party may fix in the notice of such sale. At any such sale sale, the Pledged Collateral Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Secured Party may determine and the Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of any Obligation) for and purchase the whole or any part of the Pledged Collateral. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may may, without further notice, be made at any the time or and place to which the same may be was so adjourned without further notice or publicationadjourned. In case of any the sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling sale price is paid by the purchaser or purchasers thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold, sold and, in the case of any such failure, such Pledged Collateral may again be sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon it, the Secured Party may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Pledged Collateral, or any portion thereof, pursuant to the provisions hereofa judgment or decree of a court or courts of competent jurisdiction.
Appears in 1 contract
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein The Collateral Agent may sell all or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose part of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at of the Pledgee's place of business Collateral Agent’s offices or elsewhere, for cash, upon credit on credit, or for other property, for immediate or future delivery, and at upon such price or prices and on such other terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, Collateral Agent may deem commercially reasonable in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kindaccordance with applicable Legal Requirements. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee Agent shall give the applicable Pledgor at least ten (10) days' days advance written notice (which the each Pledgor agrees is reasonable notificationnotice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any such public or private salesale of the Pledged Collateral. Such notice notice, in the case of a public sale, shall state the time and place fixed for any public such sale, and in the case of a sale and at a broker’s board or on a securities exchange, shall state the time after board or exchange at which any private such sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as made and the Pledgee shall fix in the notice of such sale. At any such sale day on which the Pledged Collateral may or a portion thereof, will first be sold in one lot as an entirety offered for sale at such board or in separate parcelsexchange. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to of any such noticePledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. Each Pledgor shall cooperate fully with the same may be so adjourned without further notice Collateral Agent in all respects in selling or publication. In case of any sale of realizing upon all or any part of the Pledged Collateral. In addition, each Pledgor shall fully comply with federal and state securities laws and take such actions as may be necessary to permit the Collateral on credit Agent to sell or for future delivery, otherwise dispose of any securities representing the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of compliance with such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereoflaws.
Appears in 1 contract
Sale of Pledged Collateral. If (a) Without limiting the generality of Section 5.01, if an Event of Default shall have occurred and be continuing, thenthe Collateral Agent may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at of the Pledgee's place of business Collateral Agent’s corporate trust offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, delivery and at such price or prices and upon such other terms as are commercially reasonable, irrespective of the impact of any such sale on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives Pledge Agreement (SunPower Revolver) (to the extent permitted by law) all rights of redemption, stay or 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. The Pledgee shall give the Pledgor agrees that at least ten (10) days' ’ notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, therefore and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Collateral Agent shall incur no liability as a result of the same may be so adjourned without further notice or publication. In case of any sale of all the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree.
Appears in 1 contract
Samples: Credit Agreement (Sunpower Corp)
Sale of Pledged Collateral. If an Event In the event of Default shall have occurred and be continuing, then, in addition to any sale or other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose disposition of the Pledged CollateralCollateral as provided in Section 6.01 other than the sale of Pledged Securities on a Recognized Market (as defined in the UCC) on which the Issuer’s securities are then listed for trading, the Collateral Trustee shall give to the Grantor at least ten (10) days’ prior written notice of the time and place of any public sale or other disposition of the Pledged Collateral or the time after which any private sale or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey other disposition is to be made (unless the UCC provides that no notice is required for the sale of the Pledged CollateralCollateral in which case the Collateral Trustee shall not be required to give any prior written notice). The Grantor hereby acknowledges that ten days’ prior written notice of such sale or other disposition (if applicable) shall be reasonable notice. The Collateral Trustee may enforce its rights hereunder without any other notice and without any other action now or hereafter required by law, regulation, judicial order or decree or otherwise (all of which are hereby expressly waived by the Grantor, to the fullest extent permitted by law). The Collateral Trustee may buy any part or all of the Pledged Collateral may so be at any public sale or other disposition and if any part or all of the Pledged Collateral is of a type customarily sold or otherwise disposed of in one a Recognized Market or more salesis of a type which is the subject of widely-distributed standard price quotations, the Collateral Trustee may buy at public any private sale or private sale, conducted other disposition and may make payments thereof by any officer or agent ofmeans. At any sale of the Pledged Collateral, or auctioneer or attorney forif permitted by applicable law, the PledgeeCollateral Trustee may be the purchaser, at any exchange licensee, assignee or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part recipient of the Pledged Collateral or any part thereof and shall be entitled, for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either purpose of bidding and making settlement or payment of the Lenders may purchase price for all or any portion of the Pledged Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price of the Pledged Collateral or any part thereof payable at such sale. The Grantor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Pledged Collateral and any other security for the Secured Obligations or otherwise. The Collateral Trustee shall not be the purchasers of liable for failure to collect or realize upon any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which delay in so doing nor shall it be under any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser obligation to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofaction with regard thereto.
Appears in 1 contract
Sale of Pledged Collateral. If an Event (a) The sale of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and portion thereof may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, made at any public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhereon any securities exchange, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, Secured Party shall deem appropriate. Either of the Lenders may The Secured Party shall be the purchasers of any or all of the Pledged Collateral so sold authorized at any such sale and thereafter hold (to the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, extent it deems it advisable to do so) to restrict the prospective bidders or purchasers as to persons who will represent and agree that they are purchasing such Pledged Collateral then being sold for their numberown account for investment and not with a view to the distribution or resale thereof, nature and upon consummation of business and investment intention. Upon any such sale, sale the Pledgee Secured Party shall have the right to deliverassign, assign transfer and transfer deliver to the purchaser or purchasers thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each such purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee Except in the case of Pledged Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized exchange, the Secured Party shall give to the Pledgor at least ten (10) daysBusiness Days' written notice (which of the Pledgor agrees is reasonable notification) of Secured Party's intention to make any such public or private salesale or sale at a broker's board or on any such securities exchange. Such notice notice, in the case of public sale, shall state the time and place fixed for any public such sale and and, in the time after case of sale at a broker's board or on a securities exchange, shall state the board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or portion thereof to be sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours hours, and at such place or places, as the Pledgee shall Secured Party may fix in the notice of such sale. At any such sale sale, the Pledged Collateral Collateral, or portion thereof to be sold, may be sold in one lot as an entirety or in separate parcels, as the Secured Party may determine. The Pledgee shall not be obligated Secured Party may bid for and purchase the whole or any part of the Pledged Collateral and may, in paying the purchase price therefor, apply such purchase price directly to make any sale pursuant to any such noticethe payment or discharge in whole or in part of the Obligations. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may may, without further notice, be made at any the time or and place to which the same may be was so adjourned without further notice or publicationadjourned. In case of any the sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling sale price is paid by the purchaser or purchasers thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold, sold and, in the case of any such failure, such the Pledged Collateral may again be sold again upon like notice. In case the sale of all or any part of the Pledged Collateral is made on credit, the amounts actually realized by the Secured Party from any such sale shall be applied to the Obligations in the manner provided in Section 3.4 of the Indenture. As an alternative to exercising the power of sale herein conferred upon it, the Secured Party may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Pledged Collateral, or any portion thereof, pursuant to the provisions hereofa judgment or decree of a court or courts of competent jurisdiction.
Appears in 1 contract
Samples: Stock Pledge Agreement (Golden State Petro Iom I B PLC)
Sale of Pledged Collateral. If (a) Without limiting the generality of Section 5.1, if an Event of Default shall have occurred and be continuing, thenthe Lender may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at of the Pledgee's place of business Lender’s corporate trust offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at irrespective of the impact of any such sales on the market price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee shall give the Pledgor agrees that at least ten (10) days' ’ notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Lender shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Lender may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Pledgor hereby waives any claims against the same may be so adjourned without further notice or publication. In case of any sale of all or any part Lender arising by reason of the fact that the price at which any Pledged Collateral on credit or for future deliverymay have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Pledged Collateral so sold may be retained by Lender accepts the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall first offer received and does not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, offer such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree so long as such process is commercially reasonable.
Appears in 1 contract
Samples: Pledge and Security Agreement (James River Group Holdings, Ltd.)
Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to itSection 5.1, the Pledgee Collateral Agent may in its sole discretion, without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or brokerof the Collateral Agent's board or at the Pledgee's place of business Office or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as the Collateral Agent may reasonably deem commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right on the part of whatsoever kindPledgor, including and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any equity time in the future have under any rule of law or right of redemption of the Pledgorstatute now existing or hereafter enacted. The Pledgee shall give the Pledgor Collateral Agent agrees to provide at least ten (10) days' notice (which the to Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any made and Pledgor agrees that such public sale ten (10) days' notice to Pledgor shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities Laws and the same may be so adjourned without further notice or publication. In case Uniform Commercial Code, the Collateral Agent shall incur no liability as a result of any the sale of all the Pledged Collateral, or any part thereof, at any public or private sale. Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral on credit or for future deliverymay have been sold at such a private sale, if commercially reasonable, was less than the Pledged price which might have been obtained at a public sale, even if the Collateral so sold may be retained by Agent accepts the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall first offer received and does not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, offer such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree.
Appears in 1 contract
Sale of Pledged Collateral. If an Event of Default -------------------------- under any of the Obligations Documents shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may Lessor may, without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction (whether or not the Uniform Commercial Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the PledgeeLessor, at any exchange or broker's board or at the PledgeeLessor's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee Lessor shall, in its sole discretion, discretion deem appropriate. Either of the Lenders Lessor may be the purchasers purchaser of any or all of the Pledged Collateral so sold at any such a public sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kindkind and the obligations of Pledgor to such purchaser may be applied as a credit against the purchase price. The Pledgee may Lessor may, in its sole discretion, discretion and at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee Lessor shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the LendersLessor) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the LendersLessor) at any such sale shall hold the Pledged Collateral so sold sold, absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee Lessor shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notificationnotification within the meaning of Section 9-504(c) of the Uniform Commercial Code of the State of New York or its equivalent in the Uniform Commercial Code of any other relevant jurisdiction) of any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee Lessor shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee Lessor shall not be obligated to make any sale pursuant to any such notice. The Pledgee Lessor may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Lessor until the full selling price is paid by the purchaser thereof, but the Pledgee Lessor shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereof.
Appears in 1 contract
Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to itSection 5.1, the Pledgee may Collateral Agent (as directed by the Agent Bank, acting in accordance with the Credit Agreement) may, without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or brokerof the Collateral Agent's board or at the Pledgee's place of business Office or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as the Collateral Agent may reasonably deem commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the PledgorPledgors, and the Pledgors hereby waive (to the extent permitted by Law) all rights of redemption, stay and/or appraisal which they now have or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. The Pledgee Pledgors agree that, to the extent notice of sale shall give the Pledgor be required by Law, at least ten (10) days' notice (which to the Pledgor agrees is reasonable notification) Pledgors of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities Laws, the same may be so adjourned without further notice or publication. In case Collateral Agent shall incur no liability as a result of any the sale of all the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgors hereby waive any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral on credit or for future deliverymay have been sold at such a private sale, if commercially reasonable, was less than the Pledged price which might have been obtained at a public sale, even if the Collateral so sold may be retained by Agent accepts the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall first offer received and does not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, offer such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree.
Appears in 1 contract
Samples: Pledge and Security Agreement (NRG Generating U S Inc)
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose a) The sale of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and portion thereof may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, made at any public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhereon any securities exchange, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, Secured Party shall deem appropriate. Either of the Lenders may be the purchasers The proceeds of any or all of such sale shall be applied in the Pledged Collateral so sold order and manner specified in Section 9. The Secured Party shall be authorized at any such sale and thereafter hold (to the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, extent it deems it advisable to do so) to restrict the prospective bidders or purchasers as to persons who will represent and agree that they are purchasing the Pledged Collateral then being sold for their numberown account for investment and not with a view to the distribution or resale thereof, nature and upon consummation of business and investment intention. Upon any such sale, sale the Pledgee Secured Party shall have the right to deliverassign, assign endorse, transfer and transfer deliver to the purchaser or purchasers thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each such purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right on the part of whatsoever kindthe Guarantor, including any equity or and the Guarantor hereby waives (to the extent permitted by law) all right of redemption redemption, stay and/or appraisal that Guarantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Except in the Pledgor. The Pledgee case of Pledged Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized exchange, the Secured Party shall give to the Pledgor Guarantor at least ten (10) days' written notice (which of the Pledgor agrees is reasonable notification) of Secured Party's intention to make any such public or private salesale or sale at a broker's board or on any such securities exchange. Such notice notice, in case of public sale, shall state the time and place fixed for any public such sale, and, in the case of sale and at a broker's board or on a securities exchange, shall state the time after board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or any portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours hours, and at such place or places, as the Pledgee shall Secured Party may fix in the notice of such sale. At any such sale sale, the Pledged Collateral Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Secured Party may determine and the Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of any Obligation) for and purchase the whole or any part of the Pledged Collateral. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may may, without further notice, be made at any the time or and place to which the same may be was so adjourned without further notice or publicationadjourned. In case of any the sale of all or any part of the Pledged Pledge Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling sale price is paid by the purchaser or purchasers thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold, sold and, in the case of any such failure, such Pledged Collateral may again be sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon him, the Secured Party may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Pledged Collateral, or any portion thereof, pursuant to the provisions hereofa judgment or decree of a court or courts of competent jurisdiction.
Appears in 1 contract
Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to itSection 5.1, the Pledgee may without any further demandCollateral Agent, advertisement upon directions from the Secured Parties pursuant to the Intercreditor Agreement, or notice (except as otherwise expressly provided in this Section 5.2)herein, exercise all the rights and remedies of a secured party under the Code may, with notice as in effect in any relevant jurisdiction (whether or not the Code applies to required by applicable law, sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or brokerof the Collateral Agent's board or at the Pledgee's place of business corporate trust office or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as the Collateral Agent may reasonably deem commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or 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. The Pledgee Pledgor agrees that, to the extent notice of sale shall give the Pledgor be required by law, at least ten (10) days' notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws and the same may be so adjourned without further notice or publication. In case UCC, the Collateral Agent shall incur no liability as a result of any the sale of all the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree.
Appears in 1 contract
Samples: Pledge and Security Agreement (Louisiana Generating LLC)
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to Secured Party is authorized at any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif it deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Secured Party shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee Pledgor specifically waives, to the fullest extent permitted by applicable law, all rights of redemption, stay, or appraisal that it has or may have under any rule of law or statute now existing or hereafter adopted, and such waiver shall be deemed to have been made after default. Secured Party shall give the Pledgor at least ten (10) days' ’ written notice (which the Pledgor agrees is reasonable notification) of its intention to make any such public or private sale. Such notice Secured Party shall state have no obligation to disclose or provide any information concerning the time Secured Party or the Pledged Collateral to prospective purchasers of the Pledged Collateral other than information in its possession at such time, and place fixed Pledgor agrees and acknowledges that it shall be commercially reasonable for any public sale and the time after which notices of any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale, published or otherwise, to specifically so state. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as Secured Party may elect, and any such election shall be presumed to be commercially reasonable. The Pledgee Secured Party shall not be obligated to make any such sale pursuant to any such notice. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling price is paid by the purchaser thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant upon like notice. Secured Party may also, at its discretion, proceed by a suit or suits at law or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.
Appears in 1 contract
Samples: Stock Pledge Agreement (AP Holdings International, Inc.)
Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to itSection 5.1, the Pledgee Collateral Agent may in its sole discretion, without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or brokerof the Collateral Agent's board or at the Pledgee's place of business Office or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as the Collateral Agent may reasonably deem commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right on the part of whatsoever kindPledgor, including and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any equity time in the future have under any rule of law or right of redemption of the Pledgorstatute now existing or hereafter enacted. The Pledgee shall give the Pledgor Collateral Agent agrees to provide at least ten (10) days' notice (which the to Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any made and the Pledgor agrees that such public sale ten (10) days' notice to Pledgor shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities Laws and the same may be so adjourned without further notice or publication. In case Uniform Commercial Code, the Collateral Agent shall incur no liability as a result of any the sale of all the Pledged Collateral, or any part thereof, at any public or private sale. Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral on credit or for future deliverymay have been sold at such a private sale, if commercially reasonable, was less than the Pledged price which might have been obtained at a public sale, even if the Collateral so sold may be retained by Agent accepts the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall first offer received and does not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, offer such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree.
Appears in 1 contract
Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuingSection 5.1, thenNRG Energy may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or brokerof NRG Energy's board or at the Pledgee's place of business offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as NRG Energy may reasonably deem commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the PledgorPledgors, and the Pledgors hereby waive (to the extent permitted by Law) all rights of redemption, stay and/or appraisal which they now have or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. The Pledgee Pledgors agree that, to the extent notice of sale shall give the Pledgor at least be required by Law, ten (10) days' or more notice (which to the Pledgor agrees is reasonable notification) Pledgors of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities Laws, NRG Energy shall incur no liability as a result of the same may be so adjourned without further notice or publication. In case of any sale of all the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgors hereby waive any claims against NRG Energy arising by reason of the fact that the price at which any Pledged Collateral on credit or for future deliverymay have been sold at such a private sale, if commercially reasonable, was less than the Pledged Collateral so sold may be retained by price which might have been obtained at a public sale, even if NRG Energy accepts the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall first offer received and does not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, offer such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree.
Appears in 1 contract
Samples: Subordinated Pledge and Security Agreement (NRG Generating U S Inc)
Sale of Pledged Collateral. If an (a) Without limiting the generality of Section 5.01, if a Trigger Event of Default shall have occurred and be continuing, thenthe Collateral Agent may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights specified below and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies subject to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose terms of the Collateral Agency Agreement, sell the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at of the Pledgee's place of business Collateral Agent’s corporate trust offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, delivery and at such price or prices and upon such other terms as are commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or 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. The Pledgee shall give the Pledgor agrees that at least ten (10) days' ’ notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, therefore and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Collateral Agent shall incur no liability as a result of the same may be so adjourned without further notice or publication. In case of any sale of all the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree.
Appears in 1 contract
Samples: Credit Agreement (Dynegy Inc.)
Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuingAgent is authorized, then, in addition to at any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif it deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Agent shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right of whatsoever kind, including including, any equity or right of redemption redemption, of the PledgorPledgor which hereby specifically waives all rights of redemption, stay, or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted, and such waiver shall be deemed to have been made after default. The Pledgee Agent shall give the Pledgor at least ten (10) days' written notice (which the Pledgor agrees is reasonable notification) of their intention to make any such public or private salesale or sale at broker's board or on a securities exchange. Such notice notice, in case of sale at broker's board or on a securities exchange, shall state the time and place fixed for any public sale and the time after board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or that portion thereof so being sold, which will first be offered for sale at such board or exchange. Any such public sale Agent shall be held not have any obligation to disclose or provide any information concerning the Issuers or the Pledged Collateral to prospective purchasers of the Pledged Collateral other than information in its possession at such time or times within ordinary business hours as the Pledgee and Pledgor agrees and acknowledges that it shall fix in the notice be commercially reasonable for any notices of any such sale, published or otherwise, to specifically so state. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as Agent may elect, and any such election shall be presumed to be commercially reasonable. The Pledgee Agent shall not be obligated to make any such sale pursuant to any such notice. The Pledgee Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Agent until the full selling price is paid by the purchaser thereof, but the Pledgee Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant upon like notice. Agent may also, at its discretion, proceed by a suit or suits at law or in equity to foreclose the provisions hereof.pledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate
Appears in 1 contract
Sale of Pledged Collateral. If an Event In the event of Default shall have occurred and be continuing, then, in addition to any sale or other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part disposition of the Pledged Collateral for investment be without any intention to make a distribution thereofas provided in clause (c) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if Section 8.1 and to the extent otherwise prohibited that any notice thereof is required to be given by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee Holder shall give to the Pledgor at least ten (10( I 0) daysBusiness Days ' prior authenticated notice (which the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or other disposition of the Pledged Collateral or of the time after which any private sale or any other intended disposition is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the The Pledgor hereby acknowledges that ten ( I 0) Business Days' prior authenticated notice of such sale. At any such sale the Pledged Collateral may or other disposition or sales or other dispositions shall be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant to any such reasonable notice. The Pledgee mayHolder may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, without notice rule of law or publicationotherwise (all of which are hereby expressly waived by the Pledgor, adjourn any public to the fullest extent permitted by law). The Holder may buy or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or otherwise acquire any part or all of the Pledged Collateral on credit at any public sale or for future delivery, other disposition and if any part or all of the Pledged Collateral so is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Holder may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Holder may apply the cash proceeds actually received from any sale or other disposition to the reasonabl e expenses of retaki ng, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be retained incurred by the Pledgee until Holder in attempting to collect the full selling price is paid Obligations or to enforce this Pledge Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Pledge Agreement, and then to the Obligations in such order or preference as the Holder may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the purchaser thereof, but the Pledgee shall not incur Holder of any liability in case amount required by Section 9-608(a)(l )(C) or Section 9-6 l 5(a)(3) of the failure of such purchaser to take up and pay for UCC, need the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant Holder account to the provisions hereofPledgor for any surplus.
Appears in 1 contract
