REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable:
(i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors;
(ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees;
(iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);
(iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. ...
REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC as it may be in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise any or each of the following rights:
(a) to receive all amounts payable in respect of the Collateral, including amounts otherwise payable to the Pledgor pursuant to Section 6(a) hereof;
(b) to have all or any part of the Limited Liability Company Interests registered in the name of Pledgee or its nominee;
(c) to vote (and exercise all rights and powers in respect of voting) all or any part of the Limited Liability Company Interests (whether or not transferred into the name of Pledgee) and give all consents, waivers and ratifications in respect of the Limited Liability Company Interests and otherwise act with respect thereto as though it were the outright owner thereof (Pledgor hereby irrevocably constituting and appointing Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); and
(d) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by Pledgor), for cash, on credit or for other Property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and at such time or times, at such place or places and on such terms as Pledgee may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable, provided at least 10 days’ written notice of the time and place of any such sale shall be given to Pledgor. Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether bef...
REMEDIES IN CASE OF AN EVENT OF DEFAULT. In case the Company shall have failed to pay Secured Party amounts as and when due under the Credit Agreement or breached the Credit Agreement in any way (an "Event of Default") and such failure shall be continuing:
(a) The Secured Party may, as assignee of the Company of the Collateral, in its own name or, at its sole option, in the name of the Company, exercise any or all of the rights, privileges of, and pursue any or all of the remedies accorded to, the Company thereunder and may exclude the Company and all persons claiming by, through or under the Company wholly or partly therefrom, including, without limitation, the right to ask for, demand, take, collect, xxx for, receive, compromise and settle all payments in respect of the Collateral which the Company, except for the execution hereof, could ask for, demand, take, collect, xxx for, receive, compromise and settle all for its own use, and in connection therewith to enforce all rights and remedies thereunder which the Company could enforce if this Security Agreement had not been made; and the Company hereby ratifies any action which the Secured Party shall take to enforce their rights hereunder; and
(b) The Secured Party without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Company or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, recover, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver the Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of the Secured Party's offices or elsewhere upon such terms and conditions as they may deem advisable and at such prices as they may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Company hereby acknowledges that the Collateral is of a type that could decline speedily in value and is also of a type customarily sold on a recognized market, in each case within the meaning of Section 9-504 of the Uniform commercial Code as in effect in any applicable jurisdiction, and that the Secured Party need not give any notice to the Company prior to any sale of the Collateral at any exchang...
REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) In case an Event of Default shall have occurred and be continuing, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement or any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, including, without limitation, all the rights and remedies of a secured party upon default under the Uniform Commercial Code of the State of New York, and the Pledgee shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable:
(i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 to such Pledgor;
(ii) to transfer all or any part of the Collateral into the Pledgee's name or the name of its nominee or nominees;
(iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon);
(iv) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);
(v) to set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations; and
(vi) at any time or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, PROVIDED that at least 10 days' notice of the time and place of any such sale shall be given to such Pledg...
REMEDIES IN CASE OF AN EVENT OF DEFAULT. If any Event of Default shall have occurred and be continuing, the Mortgagee shall have all of the remedies provided to it under the Security Agreement and the Credit Agreement may at its option, in addition to any other action permitted under this Mortgage, the Security Agreement or the Credit Agreement or by law, statute or in equity, take one or more of the following actions to the greatest extent permitted by local law:
REMEDIES IN CASE OF AN EVENT OF DEFAULT. If any Event of Default shall have occurred and be continuing, Beneficiary may at Beneficiary's option, in addition to any other action permitted under this Deed to Secure Debt or the Credit Agreement or by law, statute or in equity, take one or more of the following actions:
3.2.1 by written notice to Grantor, declare in accordance with and pursuant to the terms of the Credit Agreement the entire unpaid amount of the Secured Obligations to be due and payable immediately;
3.2.2 personally, or by its agents or attorneys, (i) enter into and upon and take possession of all or any part of the Premises together with the books, records and accounts of Grantor relating thereto and, exclude Grantor, its agents and DRAFT: March 21, 1997 H:\WPCDOCS\1186\141461 servants wholly therefrom, (ii) use, operate, manage and control the Premises and the Equipment and conduct the business thereof, (iii) maintain and restore the Premises and the Equipment, (iv) make all necessary or proper repairs, renewals and replacements and such useful Alterations thereto and thereon as Beneficiary may deem advisable, (v) manage, lease and operate the Premises and carry on the business thereof and exercise all rights and powers of Grantor with respect thereto either in the name of Grantor or otherwise or (vi) collect and receive all earnings, revenues, rents, issues, profits and income of the Mortgaged Property and every part thereof. Beneficiary shall be under no liability for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by Beneficiary shall be applied as follows:
REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) In case an Event of Default shall have occurred and be continuing, the Company shall have all of the remedies of a secured party under the California Uniform Commercial Code, and, without limiting the foregoing, shall have the right, subject to any necessary regulatory approvals, to sell, assign and deliver the whole or, from time to time, any part of the Pledged Options, or any interest in any part thereof (except the Company shall give 10 days’ notice to Pledgor of its intended rescission of the Pledged Options).
(b) 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 disposition of the Pledged Options by the Company, pursuant to this Section 3, or any partial disposition of the Pledged Options, 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.
(c) Neither failure nor delay on the part of the Company to exercise any right, remedy, power or privilege provided for herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) If an Event of Default has occurred and is continuing, as its sole and exclusive remedy hereunder (whether or not the Company exercises such remedy), Company may take ownership (without payment of any consideration) of such number of Pledged Securities as are necessary (based upon the Fair Market Value thereof) to satisfy the unpaid portion of Liquidated Damages due and payable under Section 5(b) of the Employment Agreement by giving written notice to the Pledgor (the "Enforcement Notice"). Effective upon the giving of the Enforcement Notice, and without further action on the part of the parties to this Agreement, Company (or an affiliate of the Company) shall be deemed to have taken ownership of such Pledged Securities and to have disposed of such Pledged Securities for proceeds having a value equal to the Fair Market Value (as defined below) of such Pledged Securities as of such date. Company shall be deemed to have applied such proceeds to the payment of any unpaid Liquidated Damages. Any excess proceeds from the deemed sale of such Pledged Securities shall be for the Pledgor's account and shall be paid over to the Pledgor in cash no later than three days after the giving of the Enforcement Notice.
REMEDIES IN CASE OF AN EVENT OF DEFAULT. If any Event of Default shall have occurred and be continuing, the Beneficiary may at its option, in addition to any other action permitted under this Deed of Trust or the Credit Agreement or by law, statute or in equity, take one or more of the following actions to the greatest extent permitted by local law:
REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) In case an Event of Default (as defined in the Note) shall have occurred and be continuing, Secured Party shall have all of the remedies of a secured party under the Oregon Uniform Commercial Code and, without limiting the foregoing, shall have the right to sell, assign and deliver the whole or, from time to time, any part of the Pledged Securities, or any interest in any part thereof, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except Secured Party shall give ten (10) days’ notice to Pledgor of the time and place of any sale pursuant to this Section 5), for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as Secured Party shall, in their discretion, determine. Pledgor hereby waives and releases any and all right or equity of redemption whether before or after sale hereunder. At any such sale Secured Party may bid for and purchase the whole or any part of the Pledged Securities so sold free from any such right or equity of redemption. Secured Party shall apply the proceeds of any such sale first to the payment of all costs and expenses, including reasonable attorneys’ fees, incurred by Secured Party in enforcing their rights under this Pledge Agreement and then to the payment of interest on and principal of the Note, with such payments to be applied to accrued interest or principal payable under the Note, in Secured Party’ discretion, and the Shares shall be reissued in the name of the purchaser.
(b) Pledgor recognizes that Secured Party may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), or in the rules and regulations promulgated thereunder. Pledgor represents to Secured Party that it has entered into a Registration Rights Agreement with Lumera substantially in the form set forth in Exhibit C (the “Registration Rights Agreement”) and that the Registration Rights Agreement is a valid and binding agreement of Lumera, enforceable against Lumera in accordance with its terms. Unless and until all the principal of and interest on the Note is paid, Pledgor agrees, to take such action as may be required to cause Lumera to file a registration statement under the Act with respect to the resale of the Shares (the “Registratio...
