REMEDIES; RIGHTS UPON DEFAULT. (a) In addition to any other rights given to the Secured Parties hereunder, if an Event of Default shall occur and be continuing and any Secured Party shall have declared the amounts owing under the Note(s) to be due and payable (or such amounts shall have automatically, become due and payable), all payments received by the Company under or in connection with any of the Collateral shall be subject to the subordination provisions contained in the preceding Section 2, held by the Company in trust for the Secured Parties, shall be segregated from other funds of the Company and shall, if requested by any Secured Party forthwith upon receipt by the Company be turned over to the Secured Parties, in the same form as received by the Company (duly endorsed by the Company to the Secured Parties, if required).
(b) If any Event of Default shall occur and be continuing and subject to the subordination provisions of the preceding Section 2, any Secured Party may exercise in addition to all other rights and remedies granted to it in this Security Agreement or in any other instrument or agreement securing, evidencing or relating to the Obligations or at law or in equity, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Company expressly agrees that in any such event, the Secured Parties, without demand of performance or other demand, (except the notice specified below of time and place of public or private sale) to or upon the Company or any other person may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), 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 Parties’ offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Company hereby releases. The Company further agrees, at any Secured Party’s request, to assemble the Collateral, make it available to one or ...
REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Grantors to assemble Collateral, at Grantors’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligations.
(b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.
(c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise.
(d) The failure or delay of Agent or any Lender to require strict perfor...
REMEDIES; RIGHTS UPON DEFAULT. At any time after the occurrence of an Event of Default, in addition to any other rights, powers, and remedies available under any Transaction Document, or at law, in equity, by statute, or otherwise, SOIF II shall have all the following rights, powers, and remedies, which SOIF II may (but shall not be obligated to) exercise, concurrently or singly, in whole or in part, at any time and from time to time, by or through such officers, agents, employees, or other representatives of SOIF II as SOIF II may select, without any hindrance or delay by BEMT and without any notice or demand upon BEMT except as expressly required in this Section 4.2:
REMEDIES; RIGHTS UPON DEFAULT. (a) Subject to the Intercreditor Agreement and the rights of the Credit Agreement Agent and the Priority Lien Collateral Agent (each as defined in the Intercreditor Agreement) thereunder, in addition to all other rights and remedies granted to it under this Agreement, the Notes, the Indenture, the other Note Documents and under any other instrument or agreement securing, evidencing or relating to any of the Note Obligations, if any Event of Default shall have occurred and be continuing, the Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event the Agent, 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 any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith (personally or through its agents or attorneys) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on the Agent’s claim or action and may take possession of, collect, receive, assemble, process, appropriate, remove and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. To facilitate the foregoing, the Agent shall have the right to take possession of each Grantor’s original books and records, to obtain access to each Grantor’s data processing equipment, computer hardware and Software and to use all of the foregoing and the information contained therein in any manner which the Agent deems appropriate. The Agent or any Secured Parties shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Agent and Secured Parties, the whole...
REMEDIES; RIGHTS UPON DEFAULT. (a) If a Default shall occur and be continuing:
(i) All payments received by you under or in connection with any of the Collateral shall be held by you in trust for us, shall be segregated from other funds of yours, and shall forthwith upon receipt by you, be turned over to us, in the same form as received by you (duly indorsed by you to us, if required); and
(ii) any and all such payments so received by us (whether from you or otherwise) may, in our sole discretion, be held by us as collateral security for, and/or then or at any time thereafter applied in whole or in part by us against all or any part of the Obligations in such order as we shall elect. Any balance of such payments held by us and remaining after payment in full of all the Obligations shall be paid over to you or to whomsoever may be lawfully entitled to receive the same.
(b) If any Default shall occur and be continuing, you agree and consent that we may succeed to the position of either Licensee or Licensor under the Licenses, subject to the rights and interests of the holders of the Permitted Encumbrance, and receive all rights and benefits of such party under the Licenses, including, without limitation, the right to enforce the Licenses and the right to sublicense the Trademarks and Patents.
(c) If any Default shall occur and be continuing, we may exercise in addition to all other rights and remedies granted to us in this Security Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Uniform Commercial Code. You shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which we are entitled, and you will be liable for the reasonable fees of any attorneys employed by us to collect such deficiency.
(d) You also agree to pay all of our reasonable costs, including attorneys’ fees, incurred with respect to the collection of any of the Obligations and the enforcement of any of our rights hereunder.
(e) You hereby waive presentment, demand, protest or any notice (to the extent permitted by applicable law and except as set forth in the Loan Agreement) of any kind in connection with this Security Agreement or any Collateral.
REMEDIES; RIGHTS UPON DEFAULT. Each of the Target Stockholders acknowledges and agrees that it is the intention of such Target Stockholder that, upon the occurrence and during the continuance of an Event of Default, Secured Party shall be able to take all necessary and appropriate action to realize upon the Collateral owned by such Target Stockholder in order to receive payment and performance in full of the Obligations owed by such Target Stockholder. If an Event of Default with respect to a Target Stockholder shall occur and be continuing, Secured Party may exercise in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Obligations all rights and remedies of a secured party under the Uniform Commercial Code. Secured Party shall apply the net proceeds of any collections, recovery, receipt, appropriation, realization or sale of or with respect to such Collateral (after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any or all of such Collateral or in any way relating to the rights of Secured Party hereunder, including reasonable attorneys' fees and legal expenses) to the payment in whole or in part of the Obligations. After so applying such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, the remaining balance of such net proceeds shall be applied as any court of competent jurisdiction, such Target Stockholder or whomever is lawfully entitled to receive such funds may direct. To the extent permitted by applicable law, such Target Stockholder waives all claims, damages and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Each Target Stockholder agrees that Secured Party need not give more than ten (10) days notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Any balance of the Obligations remaining unsatisfied after realization upon such Collateral shall be recoverable from the Principal Target Stockholders (as such term is defined in the Guaranty and Agreement) to the extent permitted by the Guaranty and Agreement; each such Principal Target Stockholder shall (subject to such limitations in the Guaranty and Agreement) be responsible for any deficiency. No deficiency may be re...
REMEDIES; RIGHTS UPON DEFAULT. 20 Section 5.1 UCC Rights........................................20
REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall occur and be continuing, the Agent may, and on the direction of the Required Lenders will, exercise in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Document, all rights and remedies of a secured party under the U.C.
REMEDIES; RIGHTS UPON DEFAULT. 14 SECTION 5.01. UCC Rights.............................................................. 14 SECTION 5.02.
REMEDIES; RIGHTS UPON DEFAULT. The Administrative Agent’s Appointment as Attorney-in-Fact.
