Sale or Other Disposition of Collateral. The sale or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank shall have the right to conduct such sales at Borrower's premises, at Borrower's expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower at the address specified in Section 13.1 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of holding, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank shall account to Borrower for any surplus realized upon such sale or other disposition, and Borrower shall remain liable for any deficiency. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency shall not affect Bank's security interest in the Collateral. Borrower agrees that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank shall be under no obligation to xxxxxxxx any assets in favor of Borrower or any other party or against or in payment of any or all of the Bank Indebtedness.
Sale or Other Disposition of Collateral. The Lender may sell or redeem the Collateral, or any part thereof, in one or more sales, at public or private sale, conduct by any officer or agent of, or auctioneer or attorney for, the Lender, at the Lender’s place of business or elsewhere, for cash, upon credit or future delivery, and at such price or prices as the Lender shall, in its sole discretion, determine, and the Lender may be the purchaser of any or all of the Collateral so sold. Further:
(a) Each purchaser of all or any portion of the Collateral (including the Lender) at any such sale shall hold the Collateral so sold, absolutely free from any claim or right of whatsoever kind, including, without limitation, any equity or right of redemption, of the Borrower, which the Borrower hereby specifically waives, to the extent it may lawfully do so, all rights of redemption, stay or appraisal which the Borrower has or may have under any rule of law or statute now existing or hereafter adopted.
(b) Any written notice required by law of any sale, public or private, of all or any part of the Collateral shall be deemed in all circumstances to have been given in a commercially reasonable manner if sent at least ten (10) days prior to such sale by mail to the Borrower at the address for the Borrower set forth in Section 5.1 (Notices). At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels. The Lender shall not be obligated to make any sale pursuant to any such notice. In case of any sale of all or any part of the Collateral for credit or for future delivery, the Collateral so sold may be retained by the Lender until the selling price is paid by the purchaser thereof, but the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and in case of any such failure, such Collateral may again be sold under and pursuant to the provisions hereof. The Lender, as attorney-in-fact, pursuant to Section 3.2 (Defense of Title), may, in the name and stead of the Borrower, make and execute all conveyances, assignments and transfers of the Collateral sold pursuant to this Section. The Borrower shall, if so requested by the Lender, ratify and confirm any sale or sales by executing and delivering to the Lender, or to such purchaser or purchasers, all such documents as may, in the judgment of the Lender, be advisable for the purpose.
(c) If any consent, approval, or authorization of any Governmental Authority or any Pers...
Sale or Other Disposition of Collateral. Any sale or other disposition of the Collateral may be at public or private sale, to the extent such private sale is authorized under the Massachusetts General Laws, upon such terms and in such manner as the Mortgagee deems advisable. The Mortgagee may conduct any such sale or other disposition of the Collateral upon the Mortgaged Premises, in which event the Mortgagee shall not be liable for any rent or charge for such use of the Mortgaged Premises. The Mortgagee may purchase the Collateral, or any portion of it, at any sale held under this Article. With respect to any Collateral to be sold pursuant to the UCC, the Mortgagee shall give the Mortgagor at least ten (10) days written notice of the date, time, and place of any proposed public sale, or such additional notice as may be required under Massachusetts General Laws, and of the date after which any private sale or other disposition may be made. The Mortgagee may sell any of the Collateral as part of the Mortgaged Premises, or any portion or unit thereof, at the foreclosure sale or sales conducted pursuant hereto. The Mortgagor waives any right to require the marshalling of any of its assets in connection with any disposition conducted pursuant hereto. In the event all or part of the Collateral is included at any foreclosure sale conducted pursuant hereto, a single total price for the Collateral, or such part thereof as is sold, may be accepted by the Mortgagee with no obligation to distinguish between the application of such proceeds amongst the property comprising the Collateral.
Sale or Other Disposition of Collateral. The Bank may sell or redeem the Collateral, or any part thereof, in one or more sales, at public or private sale, conduct by any officer or agent of, or auctioneer or attorney for, the Bank, at the Bank’s place of business or elsewhere, for cash, upon credit or future delivery, and at such price or prices as the Bank shall, in its sole discretion, determine, and the Bank may be the purchaser of any or all of the Collateral so sold. Further:
(a) Each purchaser of all or any portion of the Collateral (including the Bank) at any such sale shall hold the Collateral so sold, absolutely free from any claim or right of whatsoever kind, including, without limitation, any equity or right of redemption, of the Pledgor, which the Pledgor hereby specifically waives, to the extent it may lawfully do so, all rights of redemption, stay or appraisal which the Pledgor has or may have under any rule of law or statute now existing or hereafter adopted.
(b) Any written notice required by law of any sale, public or private, of all or any part of the Collateral shall be deemed in all circumstances to have been given in a commercially reasonable manner if sent at least ten (10) days prior to such sale by mail to the Pledgor at the address for the Pledgor set forth in Section 5.1 (Notices). At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels. The Bank shall not be obligated to make any sale pursuant to any such notice. In case of any sale of all or any part of the Collateral for credit or for future delivery, the Collateral so sold may be retained by the Bank until the selling price is paid by the purchaser thereof, but the Bank shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and in case of any such failure, such Collateral may again be sold under and pursuant to the provisions hereof. The Bank, as attorney-in-fact, pursuant to Section 3.3 (Defense of Title), may, in the name and stead of the Pledgor, make and execute all conveyances, assignments and transfers of the Collateral sold pursuant to this Section. The Pledgor shall, if so requested by the Bank, ratify and confirm any sale or sales by executing and delivering to the Bank, or to such purchaser or purchasers, all such documents as may, in the judgment of the Bank, be advisable for the purpose.
(c) If any consent, approval, or authorization of any Governmental Authority or any Person having any interest therein, s...
Sale or Other Disposition of Collateral. Lender may, without notice, except as specified below, sell, lease, license or otherwise dispose of and grant options to purchase, lease, license or otherwise acquire, any or all of the Collateral in one or more parcels at public or private sale or other disposition, for cash, on credit, for future delivery or otherwise and upon such other terms, including price, as Lender may deem commercially reasonable.
Sale or Other Disposition of Collateral. All proceeds received by the Trustee on account of the sale, transfer or other disposition of any of the Collateral by Petro Holdings, the Company or any Subsidiary in accordance with Section 4.12 of the Company Security Agreement or Section 4.12 of the Petro Holdings Security Agreement, shall be applied as follows:
(i) such proceeds shall be held by the Trustee, provided that such proceeds shall, unless a Default or Event of Default exists, be paid over to Petro Holdings, the Company or such Subsidiary, as the case may be, or as such entity may direct in writing upon receipt by the Trustee of an Officer's Certificate certifying that the Company, Petro Holdings or such Subsidiary, as the case may be, has applied such proceeds in accordance with the provisions of Section 8.2.8(b) of the Credit Agreement, the last paragraph of Section 10.1.6 of the Note Exchange Agreements, Section 10.1.6 of the New Note Agreements and the corresponding provisions of the Parity Debt Agreements and so long as no Default or Event of Default exists; and Exhibit 1(e) (to Note Purchase Agreement) Star Gas Partners, L.P. Note Purchase Agreement Petro Holdings, Inc. Petroleum Heat and Power Co., Inc.
Sale or Other Disposition of Collateral. Bank may, without notice, except as specified below, sell, lease, license or otherwise dispose of and grant options to purchase, lease, license or otherwise acquire, any or all of the Collateral in one or more parcels at public or private sale or other disposition, for cash, on credit, for future delivery or otherwise and upon such other terms, including price, as Bank may deem commercially reasonable.
Sale or Other Disposition of Collateral. Such Obligor will not sell, lease, exchange, or otherwise dispose of any of its Inventory Collateral without the prior written consent of Lender, except (i) for sales of its Inventory Collateral in the ordinary course of business for cash or on open account or on terms of payment ordinarily extended to its customers; (ii) sales of its Equipment Collateral which is obsolete, worn-out or unsuitable for continued use if such Equipment Collateral is replaced promptly upon its disposition with equipment constituting Equipment Collateral having a market value equal to or greater than the Equipment Collateral sold and in which Lender shall obtain and have a first priority security interest pursuant hereto; and (iii) to the extent otherwise expressly permitted pursuant to Section 7.
Sale or Other Disposition of Collateral. The Collateral Agent shall have the right to sell, lease or otherwise dispose of any Collateral in its then condition, or after any further assembly, manufacturing, development or processing thereof, at public or private sale or sales, with such notice as may be required by law, in lots or in bulk, by parcel or EN MASSE, for cash or on credit, all as the Collateral Agent, in its sole discretion, may deem advisable. Such sales may be adjourned and continued from time to time with or without notice. The Collateral Agent shall have the right to conduct such sales on MRT's or any Subsidiary's premises or elsewhere and shall have the right to use such premises without charge for such sales for such time or times as the Collateral Agent may deem necessary in its sole discretion. In advertising for sale, selling or otherwise realizing upon any Collateral, the Collateral Agent is hereby granted a license and a right to use, without charge, MRT's or any Subsidiary's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, advertising matter or any property of a similar nature, as they pertain to any Collateral, and MRT's or such Subsidiary's rights under all licenses and all franchise agreements shall inure to the Collateral Agent's benefit for this purpose. The Collateral Agent or any Lender may purchase all or any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such
Sale or Other Disposition of Collateral. Such Grantor will not assign, sell, lease, transfer, or otherwise dispose of or abandon any of the Collateral in contravention of the provisions of the Credit Agreement, nor will such Grantor suffer or permit any of the same to occur with respect to, any Collateral, and the inclusion of "proceeds" of the Collateral under the security interest granted herein shall not be deemed a consent by the Agent or any Lender to any sale or other disposition of any Collateral which is prohibited under the terms of the Credit Agreement.
