Common use of DEFAULT AND REALIZATION Clause in Contracts

DEFAULT AND REALIZATION. 6.1. Without derogating from the generality of the provisions of this Pledge, upon the occurrence of an Enforcement Event, the Secured Party shall, by notice to the Pledgor and subject to rights of the Lender under the First Ranking Pledges, be entitled to realize its rights under this Pledge, including the crystallization of the floating charges hereby created and/or the realization and/or sale of the Pledged Assets, in whole or in part, whether by the appointment of a Receiver and/or by way of realization of rights in accordance with Section 17 and/or Section 20 of the Pledges Law (as applicable) and/or by any other method permitted under the Pledges Law or under applicable law, including through the appointment of an agent, as the Secured Party shall see fit and to apply the proceeds thereof on account of the Secured Obligations, all without the Secured Party first being required to realize any other guarantee or other securities, if such be held by the Secured Party. In addition, in realizing its rights, the Secured Party shall observe all the requirements of applicable law related to such realization. Should the Secured Party decide to realize upon or at any time after, the occurrence of an Enforcement Event, securities and/or bills (including any promissory notes, letters of credit, bills of exchange, checks, drawings, payments orders, undertakings, bills of lading, deposit notes and any and every other negotiable instruments of whatsoever kind deposited with the Secured Party or any other Secured Party as security for any Secured Obligation), then, to the extent that Section 19(b) of the Pledges Law is or will be applicable, 3 (three) Business Days’ advance notice regarding the steps that are intended to be taken for such realization shall be deemed to be reasonable advance notice for the purpose of Section 19(b) of the Pledges Law. 6.2. Exercise by the Secured Party of any rights pursuant to this clause ‎6 in relation to any of the Pledged Assets shall not be construed as a waiver or abandonment of the rights of the Secured Party under this clause ‎6 in respect of any other assets or class of assets, or of any other of the rights of the Secured Party hereunder or under any Note Document. 6.3. The Secured Party acknowledges and agrees the use, transfer and sale of any Grant Funded IP is subject to the Innovation Law and it undertakes to comply with the Innovation Law such that in the event of any realization of this Pledge, or the exercise of any of the Secured Parties’ rights hereunder, with respect to any Grant Funded IP, it shall comply with the requirements of the Innovation Law, in particular those requirements relating to the prohibition on the transfer of know-how and/or production rights relating any product the subject of such grant. 6.4. The Secured Party and any other person acting on its behalf shall be exempt from taking any action whatsoever in connection with any Pledged Assets. The Secured Party shall not be liable for, and the Pledgor hereby waives, any claim it may have against the Secured Party and/or any other person acting on its behalf, which arises from any loss or damage (other than for any loss or damage arising from gross negligence or willful misconduct the Secured Party) which may be caused as a result of the exercise or purported exercise of the powers, authorities, rights or discretions vested in the Secured Party or any other person acting on behalf of any of the foregoing, or otherwise caused in connection herewith.

DEFAULT AND REALIZATION. 6.1. Without derogating from the generality of the provisions of this Pledge, upon the occurrence of an Enforcement Event, the Secured Party shall, by notice to the Pledgor and subject to rights of the Lender under the First Ranking Pledges, be entitled to realize its rights under this Pledge, including the crystallization of the floating charges hereby created and/or the realization and/or sale of the Pledged Assets, in whole or in part, whether by the appointment of a Receiver and/or by way of realization of rights in accordance with Section 17 and/or Section 20 of the Pledges Law (as applicable) and/or by any other method permitted under the Pledges Law or under applicable law, including through the appointment of an agent, as the Secured Party shall see fit and to apply the proceeds thereof on account of the Secured Obligations, all without the Secured Party first being required to realize any other guarantee or other securities, if such be held by the Secured Party. In addition, in realizing its rights, the Secured Party shall observe all the requirements of applicable law related to such realization. Should the Secured Party decide to realize upon or at any time after, the occurrence of an Enforcement Event, securities and/or bills (including any promissory notes, letters of credit, bills of exchange, checks, drawings, payments orders, undertakings, bills of lading, deposit notes and any and every other negotiable instruments of whatsoever kind deposited with the Secured Party or any other Secured Party as security for any Secured Obligation), then, to the extent that Section 19(b) of the Pledges Law is or will be applicable, 3 (three) Business Days’ advance notice regarding the steps that are intended to be taken for such realization shall be deemed to be reasonable advance notice for the purpose of Section 19(b) of the Pledges Law. 6.2. Exercise by the Secured Party of any rights pursuant to this clause ‎6 in relation to any of the Pledged Assets shall not be construed as a waiver or abandonment of the rights of the Secured Party under this clause ‎6 in respect of any other assets or class of assets, or of any other of the rights of the Secured Party hereunder or under any Note Document. 6.3. The Secured Party acknowledges and agrees the use, transfer and sale of any Grant Funded IP is subject to the Innovation Law and it undertakes to comply with the Innovation Law such that in the event of any realization of this Pledge, or the exercise of any of the Secured Parties’ rights hereunder, with respect to any Grant Funded IP, it shall comply with the requirements of the Innovation Law, in particular those requirements relating to the prohibition on the transfer of know-how and/or production rights relating any product the subject of such grant. 6.4. The Secured Party and any other person acting on its behalf shall be exempt from taking any action whatsoever in connection with any Pledged Assets. The Secured Party shall not be liable for, and the Pledgor hereby waives, any claim it may have against the Secured Party and/or any other person acting on its behalf, which arises from any loss or damage (other than for any loss or damage arising from gross negligence or willful misconduct the Secured Party) which may be caused as a result of the exercise or purported exercise of the powers, authorities, rights or discretions vested in the Secured Party or any other person acting on behalf of any of the foregoing, or otherwise caused in connection herewith.