Common use of Federal Securities Laws Clause in Contracts

Federal Securities Laws. In view of the position of each Grantor in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Investment-Related Property permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Investment-Related Property, and might also limit the extent to which or the manner in which any subsequent transferee of any Investment-Related Property could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Investment-Related Property under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-Related Property for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion, (i) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Investment-Related Property, or any part thereof, shall have been filed under the Federal Securities Laws and (ii) may approach and negotiate with a single potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Investment-Related Property at a price that the Administrative Agent, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells any such Investment-Related Property.

Federal Securities Laws. In view of the position of each Grantor the Pledgor in relation to the Investment-Related PropertyCollateral, or because of other current present or future circumstances, a question may arise under the Securities Act of 1933, as amended, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being hereinafter called the “"Federal Securities Laws”) "), with respect to any disposition of the Investment-Related Property Collateral permitted hereunder. Each Grantor The Pledgor understands that compliance with the Federal Securities Laws might may very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Investment-Related PropertyCollateral, and might may also limit the extent to which or the manner in which any subsequent transferee of any Investment-Related Property could Collateral may dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or any part of the Investment-Related Property Collateral under applicable “blue sky” sky or other state securities laws laws, or similar laws analogous in purpose or effect. Each Grantor recognizes Under applicable law, in the absence of an agreement to the contrary, the Agent may perhaps be held to have certain general duties and obligations to the Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. The Pledgor clearly understands that in light of the Agent is not to have any such restrictions and limitations the Administrative Agent may, with respect general duty or obligation to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-Related Property for their own account, for investmentit, and the Pledgor will not with a view attempt to hold the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion, (i) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Investment-Related Property, or any part thereof, shall have been filed under the Federal Securities Laws and (ii) may approach and negotiate with a single potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability responsible for selling all or any part of the Investment-Related Property Collateral at a price that the Administrative Agentan inadequate price, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized even if the sale were deferred until after registration as aforesaid Agent shall accept the first offer received or if does not approach more than a single purchaser were approachedone possible purchaser. The Without limiting the generality of the foregoing, the provisions of this Section will 10 would apply notwithstanding if, for example, the existence Agent were to place all or any part of the Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Collateral for its own account, or if the Agent placed all or any part of the Collateral privately with a public purchaser or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells any such Investment-Related Propertypurchasers.

Federal Securities Laws. In view of the position of each Grantor the ----------------------- Pledgor in relation to the Investment-Related PropertyPledged Shares, or because of other current present or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being herein called the “"Federal Securities Laws”") with respect to any disposition of the Investment-Related Property Pledged Collateral permitted hereunder. Each Grantor The Pledgor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent Lender if the Administrative Agent Lender were to attempt to dispose of all or any part of the Investment-Related PropertyPledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Investment-Related Property Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent Lender in any attempt to dispose of all or part of the Investment-Related Property Pledged Collateral under applicable “blue sky” Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes Under applicable law, in the absence or an agreement to the contrary, the Lender might be held to have certain general duties and obligations to the Pledgor to make some effort toward obtaining a fair price even though the obligations of the Pledgor may be discharged or reduced by the proceeds of a sale at a lesser price. The Pledgor clearly understands that the Lender is not to have any such general duty or obligation to the Pledgor, and the Pledgor will not attempt to hold the Lender responsible for selling any part of the Pledged Collateral at an inadequate price even if the Lender shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this section would apply if, for example, the Lender were to place all or any part of the Pledged Collateral for its own account, or if the Lender placed all or any part of the Pledged Collateral privately with a purchaser or purchasers. Accordingly, the Pledgor expressly agrees that the Lender is authorized, in light of such restrictions and limitations the Administrative Agent may, connection with respect to any sale of the Investment-Related PropertyPledged Collateral, limit if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Pledged Collateral to those a limited number of sophisticated investors who will agree, among other things, to acquire such Investment-Related Property represent and agree that they are purchasing for their own account, account for investment, investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light sale of any such restrictions and limitations, the Administrative Agent, in its sole and absolute discretionPledged Collateral, (iii) may proceed to make cause to be placed on certificates for any or all of the Pledged Collateral or on any other securities pledged hereunder a legend to the effect that such a sale whether or security has not a registration statement for the purpose of registering such Investment-Related Property, or any part thereof, shall have been filed registered under the Federal Securities Laws and may not be disposed of in violation of the provisions of said laws and (iiiii) may approach to impose such other limitations or conditions in connection with any such sale as the Lender deems necessary or advisable in order to comply with the Federal Securities Laws or any other law. The Pledgor covenants and negotiate agrees that it will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order to comply with a single potential purchaser to effect such salethe Federal Securities Laws or any other law. Each Grantor The Pledgor acknowledges and agrees that any such sale might limitations may result in prices and other terms less favorable to the seller than if such sale limitations were a public sale without not imposed, and, notwithstanding such restrictions. In the event of limitations, agrees that any such salesale shall be deemed to have been made in a commercially reasonable manner, it being the Administrative Agent shall incur no responsibility or liability for selling all or any part agreement of the Investment-Related Property at a price Pledgor and the Lender that the Administrative Agent, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section section will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells Lender sells. The Lender shall be under no obligation to delay a sale of any Pledged Collateral for a period of time necessary to permit the issuer of any securities contained therein to register such Investment-Related Propertysecurities under the Securities Act of 1933, or under applicable state securities laws, even if the issuer would agree to do so.

Federal Securities Laws. In view of the position of each Grantor in relation to the Investment-Related Property, Collateral or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition by the Administrative Agent of the Investment-Related Property Collateral permitted hereunderunder this Article. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Investment-Related PropertyCollateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Investment-Related Property Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt under this Article to dispose of all or part of the Investment-Related Property Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each The Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Investment-Related PropertyCollateral under this Article, limit the purchasers to those who will agree, among other things, to acquire such Investment-Related Property Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion, discretion (ia) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Investment-Related Property, Collateral or any part thereof, thereof shall have been filed under the Federal Securities Laws and (iib) may approach and negotiate with a single potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Investment-Related Property Collateral at a price that the Administrative Agent, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 5.6 will apply (a) notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells any such Investment-Related Propertyand (b) only during the continuance of an Event of Default.

Federal Securities Laws. In view of the position of each Grantor the Pledgor in relation to the Investment-Related PropertyPledged Shares, or because of other current present or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being herein called the “"Federal Securities Laws”") with respect to any disposition of the Investment-Related Property Pledged Collateral permitted hereunder. Each Grantor The Pledgor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent Lender if the Administrative Agent Lender were to attempt to dispose of all or any part of the Investment-Related PropertyPledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Investment-Related Property Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent Lender in any attempt to dispose of all or part of the Investment-Related Property Pledged Collateral under applicable “blue sky” Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes Under applicable law, in the absence or an agreement to the contrary, the Lender might be held to have certain general duties and obligations to the Pledgor to make some effort toward obtaining a fair price even though the obligations of the Pledgor may be discharged or reduced by the proceeds of a sale at a lesser price. The Pledgor clearly understands that the Lender is not to have any such general duty or obligation to the Pledgor, and the Pledgor will not attempt to hold the Lender responsible for selling any part of the Pledged Collateral at an inadequate price even if the Lender shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this section would apply if, for example, the Lender were to place all or any part of the Pledged Collateral for its own account, or if the Lender placed all or any part of the Pledged Collateral privately with a purchaser or purchasers. Accordingly, the Pledgor expressly agrees that the Lender is authorized, in light of such restrictions and limitations the Administrative Agent may, connection with respect to any sale of the Investment-Related PropertyPledged Collateral, limit if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Pledged Collateral to those a limited number of sophisticated investors who will agree, among other things, to acquire such Investment-Related Property represent and agree that they are purchasing for their own account, account for investment, investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light sale of any such restrictions and limitations, the Administrative Agent, in its sole and absolute discretionPledged Collateral, (iii) may proceed to make cause to be placed on certificates for any or all of the Pledged Collateral or on any other securities pledged hereunder a legend to the effect that such a sale whether or security has not a registration statement for the purpose of registering such Investment-Related Property, or any part thereof, shall have been filed registered under the Federal Securities Laws and may not be disposed of in violation of the provisions of said laws and (iiiii) may approach to impose such other limitations or conditions in connection with any such sale as the Lender deems necessary or advisable in order to comply with the Federal Securities Laws or any other law. The Pledgor covenants and negotiate agrees that it will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order to comply with a single potential purchaser to effect such salethe Federal Securities Laws or any other law. Each Grantor The Pledgor acknowledges and agrees that any such sale might limitations may result in prices and other terms less favorable to the seller than if such sale limitations were a public sale without not imposed, and, notwithstanding such restrictions. In the event of limitations, agrees that any such salesale shall be deemed to have been made in a commercially reasonable manner, it being the Administrative Agent shall incur no responsibility or liability for selling all or any part agreement of the Investment-Related Property at a price Pledgor and the Lender that the Administrative Agent, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section section will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells Lender sells. The Lender shall be under no obligation to delay a sale of any Pledged Collateral for a period of time necessary to permit the issuer of any securities contained therein to register such Investment-Related Propertysecurities under the Securities Act of 1933, or under applicable state securities laws, even if the issuer would agree to do so.