Sale of the Collateral. (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Section 11.5 shall not be exhausted by any one or more Sales as to any portion of such Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts payable on the Series 2008-A Notes and this Indenture shall have been paid, whichever occurs later. The Trustee may from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. The Trustee may reimburse itself from the proceeds of any sale for the reasonable costs and expenses incurred in connection with such sale. The net proceeds of such sale shall be applied as provided in this Indenture.
(b) The Trustee and/or the Collateral Agent (as directed by the Trustee), as applicable, shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a Sale thereof. In addition, the Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such Sale shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.
Sale of the Collateral. With respect to any sale or disposition of any ---------------------- of the Collateral, whether made under the power of sale in this Agreement, under any applicable provisions of the California Commercial Code or other applicable law, or under judgment or order or decree in any judicial proceeding for the foreclosure of Secured Party's security interest or involving the enforcement of this Agreement:
A. The Collateral may be sold, resold, assigned or delivered in one or more parcels, at the same or at different times, at public or private sale or at any broker's board or on any securities exchange if publicly traded at the time of the sale, for cash or on credit or for other property, for immediate or future delivery, and at such price(s) and on such terms as Secured Party may determine in its sole discretion, so long as such disposition is commercially reasonable. Without precluding any other methods of sale, the sale of the Collateral shall be deemed made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of banks or other financial institutions when disposing of similar property.
B. Secured Party agrees to give Debtor not less than fifteen (15) business days prior written notice of the time and place of any non-judicial public sale of the Collateral and not less than fifteen (15) days prior written notice of the date after which Secured Party will effect a private sale of the Collateral. Debtor hereby waives any and all other demands, advertisements or notices except as required by law. In the case of any sale at a broker's board or on a securities exchange, the notice required by this subsection B shall identify the board or exchange at which such sale is to be made and the day on which the Collateral (or a portion thereof) will first be offered for sale. Any public sale of any of the Collateral shall be held at such time or times within ordinary business hours at such place or places as Secured Party may state in the notice or publication (if any) of such sale.
C. Secured Party shall not be obligated to sell any of the Collateral if it determines not to do so, notwithstanding that notice of a sale of such Collateral may have been given. 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 the sale, and such sale may be made, without further notice, at the time and place id...
Sale of the Collateral. (i) In addition to all rights and remedies under this Loan Agreement or otherwise, the Lenders and the Administrative Agent shall have all other rights and remedies provided under the relevant UCC and under other Applicable Laws, which rights shall be cumulative. Without limiting the generality of the foregoing, on and after the occurrence of an Event of Default that is not waived in writing by the Required Lenders, the Administrative Agent (on behalf of the Secured Parties and at the direction of the Required Lenders) may without being required to give any notice (except as herein provided or as may be required by mandatory provisions of law), sell the Collateral or any part thereof in any commercially reasonable manner at public or private sale, for cash, upon credit or for future delivery, as directed by the Required Lenders and at such price or prices as the Required Lenders may deem satisfactory. Any Lender or the Administrative Agent may participate as a bidder in any such sale and the Administrative Agent and/or the Lenders may credit bid in such sale. The Borrower will execute and deliver such documents and take such other action as the Administrative Agent reasonably deems necessary or advisable in order that any such sale may be made in compliance with Applicable Law. Upon any such sale, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold.
(ii) If any such sale is consummated prior to the Partial Repayment Date, after deduction of payment for the outstanding principal balance of Advances plus accrued but unpaid interest thereon plus all other Obligations owing by the Borrower (excluding the Aggregate Participation Interest and including, for the avoidance of doubt, the Amortization Shortfall Amounts for all of the Shortfall Pledged Policies that remain unpaid), the Administrative Agent shall distribute the remaining proceeds of such sale as follows: (i) first, into the Borrower Account, an amount equal to the lesser of (A) the Initial Advance plus all Additional Policy Advances less the Withholding Amount and (B) the Borrower’s Total Investment in the Pledged Policies less the Withholding Amount, less, in each case, all amounts previously distributed pursuant to Clauses
Sale of the Collateral. (i) If an Event of Default shall have occurred and be continuing, the Secured Party may sell the Collateral, or any part thereof, at any public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Secured Party shall deem appropriate. The Secured Party shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and investors who are “accredited investors” or “qualified purchasers” pursuant to Sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940 (the “Investment Company Act”) and upon consummation of any such sale the Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the full extent permitted by applicable law) all rights of redemption, stay and appraisal which the Pledgor now has, or may have at any time in the future, under any applicable law.
(ii) The Secured Party shall give the Pledgor ten (10) business days’ written notice (which the Pledgor irrevocably agrees is reasonable notice within the meaning of the applicable provisions of the UCC) of the Secured Party’s intention to make any sale of Collateral. Such notice shall state the time and place for such sale and, in the case of sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or 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 and at such place or places as the Secured Party may fix and state in the notice of such sale. At any such sale, the 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 (in its sole and absolute discretion) determine. The Secured Party shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Secure...
Sale of the Collateral. In the event the Agent determines that the Collateral should be sold to satisfy all or any part of the Obligations, the Agent may dispose of the Collateral in whole or in part at public or private sale, and any notice required to be given shall be given in accordance with Section 7.4 herein at least ten (10) days before the proposed sale. The parties agree said notice shall be reasonable, provided, however, the Agent need not give such notice with respect to Collateral which is perishable or threatens to decline speedily in value or is a type customarily sold on a recognized market. At any such sale the Agent may purchase the Collateral free from, and discharged of all trusts, claims, rights of redemption and equities of the Company, all of which are hereby waived and released. The Company shall remain liable for any deficiency resulting from any sale of the Collateral and shall pay such deficiency promptly on the Agent's demand.
Sale of the Collateral. Upon and after the occurrence of an Event of Default, Agent shall be permitted to sell, lease or otherwise dispose of the Collateral in accordance with the terms of the Loan Documents and applicable law. Borrower and Guarantors hereby consent and agree to such sale, lease or other disposition of the Collateral by Agent. Borrower and the Guarantors hereby waive, renounce and forever relinquish all rights to notice prior to disposition of the Collateral required by the Loan Documents, and all rights that are waivable under Article 9 of the Uniform Commercial Code, as enacted in any applicable state (and similar provisions of any applicable law of any other jurisdiction), whether such rights are waivable before or after default, including, without limitation, those rights with respect to the compulsory disposition of collateral and with respect to redemption of collateral, and the right to notice of any disposition of the Collateral. Borrower and Guarantors further waive and forever relinquish any and every right of redemption, including any statutory right of redemption, any equitable right of redemption, and any other right of redemption that may exist. This paragraph and the irrevocable waivers contained herein shall survive the termination of this Amendment and the Loan Documents.
Sale of the Collateral. The Borrower will not sell, exchange, lease (except for leases acceptable to the Bank), assign, transfer, convey or otherwise dispose of any of the Collateral or any part thereof, except for the sale or other disposition of equipment in the ordinary course of business.
Sale of the Collateral. The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Section 11.5 shall not be exhausted by any one or more Sales as to any portion of such Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts payable on the Series 2008-A Notes and this Indenture shall have been paid, whichever occurs later. The Trustee may from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. The Trustee may reimburse itself from the proceeds of any sale for the reasonable costs and expenses incurred in connection with such sale. The net proceeds of such sale shall be applied as provided in this Indenture.
Sale of the Collateral. In the event the Collateral Agent determines, subject to the terms of the Intercreditor Agreement, that the Collateral should be sold to satisfy all or any part of the Obligations, the Collateral Agent may dispose of the Collateral in whole or in part at public or private sale, and any notice required to be given shall be given in accordance with Section 7.4 herein at least ten (10) days before the proposed sale. The parties agree said notice shall be reasonable, provided, however, the Collateral Agent need not give such notice with respect to Collateral which is perishable or threatens to decline speedily in value or is a type customarily sold on a recognized market. At any such sale the Collateral Agent or any Secured Party may purchase the Collateral free from, and discharged of all trusts, claims, rights of redemption and equities of the Company, all of which are hereby waived and released. The Company shall remain liable for any deficiency resulting from any sale of the Collateral and shall pay such deficiency promptly on the Collateral Agent's demand.
Sale of the Collateral. If all or any portion of the Property or Maker’s interests therein shall be or is agreed in any manner by Maker to be sold, transferred, assigned, leased, conveyed, exchanged or otherwise disposed of at any time (and regardless of whether any such assignment or transfer is direct or indirect through merger, consolidation. Liquidation, reorganization, sale of assets, sale of stock, partnership interests, or other equity interests or by operation of law), then in any such event the entire unpaid Principal balance on this Note, together with all Base Interest, if applicable, any prepayment charge, and, if applicable, Interest at the Alternate Rate, shall, at the sole option of Holder, become immediately due and payable.
