Common use of Foreclosure Sales Clause in Contracts

Foreclosure Sales. The Debtor agrees that at least 10 days written notice to the Debtor at the Debtor's address above of any public or private foreclosure sale or other disposition of any Collateral shall be reasonable notice thereof, and that any such sale may be at such locations as the Collateral Agent may designate in such notice. All public or private foreclosure sales may be adjourned from time to time by giving oral notice thereof at the time and place of such sale or in such other manner permitted by applicable law. The Collateral Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit, or any combination thereof, and the Collateral Agent or any Bank may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale, and, in lieu of actual payment of such purchase price, the Collateral Agent may setoff and credit the amount of such price against the Obligations without impairing the Debtor's or any other party's liability for any deficiency in respect thereof. The proceeds realized from any sale of any Collateral may be applied, after the Collateral Agent is in receipt of good funds, as follows: (a) first, to the Collateral Agent, for all reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred by the Collateral Agent for collection, removal, storage, processing, protection, insurance, demonstration, sale or delivery of the Collateral, and for any other Obligations constituting costs or expenses; (b) second, to the Collateral Agent for payment of any fees or expenses due, under the Credit Agreement, to the Collateral Agent; (c) third, to the Collateral Agent for payment to the account for each Bank, in accordance with its Pro-Rata Share, for any Obligations constituting interest; (d) fourth, to the Collateral Agent for payment to the account for each Bank, in accordance with its Pro-Rata Share, for any Obligations constituting principal; (e) fifth, to the Collateral Agent for payment to the account of each Bank, in its Pro-Rata Share, for any Obligations not included in (a) through (d) above; and (f) sixth and finally, to any other party, to the extent it is lawfully entitled to any remaining proceeds. If any deficiency remains after any foreclosure sale, the Debtor and any guarantor shall remain jointly and severally liable for such deficiency.

Foreclosure Sales. The Debtor agrees that at least 10 days written (a) Without limiting the provisions of Section 5.1, Agent may, following the occurrence and during the continuance of an Event of Default, without notice except as specified below, and to the Debtor extent permitted under applicable law, sell the Pledged Collateral or any part thereof in one or more transactions at public or private sale, for cash or property and at such price or prices and upon such other terms as Agent may deem commercially reasonable, irrespective of the Debtor's address above impact of any of such sales on the value of any of the Pledged Collateral. To the extent permitted under applicable law, Agent may be the purchaser of any or all of the Pledged Collateral at any such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Agent shall not be obligated to make any sale with respect to the Pledged Collateral regardless of a notice of sale having been given. Agent may adjourn any public or private foreclosure sale or other disposition of any Collateral shall be reasonable notice thereof, and that any such sale may be at such locations as the Collateral Agent may designate in such notice. All public or private foreclosure sales may be adjourned from time to time by giving oral notice thereof announcement at the time and place of fixed therefor, and such sale or in may, without further notice, be made at the time and place to which it was so adjourned. less favorable than those obtainable through a sale without such other manner permitted by applicable law. The Collateral Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit, or any combination thereof, and the Collateral Agent or any Bank may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale, and, in lieu of actual payment of such purchase price, the Collateral Agent may setoff and credit the amount of such price against the Obligations without impairing the Debtor's or any other party's liability for any deficiency in respect thereof. The proceeds realized from any sale of any Collateral may be applied, after the Collateral Agent is in receipt of good funds, as follows: restrictions (a) first, to the Collateral Agent, for all reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred by a public offering made pursuant to a registration statement under the Collateral Agent for collection, removal, storage, processing, protection, insurance, demonstration, sale or delivery of the CollateralSecurities Act), and for notwithstanding such circumstances, agrees that any other Obligations constituting costs or expenses; (b) second, sale under such restrictions shall be deemed to have been made in a commercially reasonable manner and that Agent shall have no obligation to engage in sales without such restrictions and no obligation to delay the Collateral Agent for payment sale of any fees or expenses due, securities included within the Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Credit AgreementSecurities Act or under applicable state securities laws, even if Pledgor would agree to the Collateral Agent; (c) third, to the Collateral Agent for payment to the account for each Bank, in accordance with its Pro-Rata Share, for any Obligations constituting interest; (d) fourth, to the Collateral Agent for payment to the account for each Bank, in accordance with its Pro-Rata Share, for any Obligations constituting principal; (e) fifth, to the Collateral Agent for payment to the account of each Bank, in its Pro-Rata Share, for any Obligations not included in (a) through (d) above; and (f) sixth and finally, to any other party, to the extent it is lawfully entitled to any remaining proceeds. If any deficiency remains after any foreclosure sale, the Debtor and any guarantor shall remain jointly and severally liable for such deficiencydo so.

Foreclosure Sales. The Debtor Each Borrower agrees that that, insofar as prior notice is required by applicable law, at least 10 days days’ written notice to such Borrower at such Borrower’s notice address in the Debtor at the Debtor's address above Credit Agreement of any public or private foreclosure sale or other disposition of any Collateral shall be reasonable notice thereof, and that any such sale may be at such locations as the Collateral Agent Bank may designate in such notice. The Bank shall have the right to conduct foreclosure sales on each Borrower’s premises and without charge therefor. All public or private foreclosure sales may be adjourned from time to time by giving oral notice thereof at the time and place of such sale or in such other manner permitted by applicable law. The Collateral Agent Bank shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit, or any combination thereof, and the Collateral Agent or any Bank may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale, and, in lieu of actual payment of such purchase price, the Collateral Agent Bank may setoff and credit the amount of such price against the Obligations without impairing the Debtor's any Borrower’s or any other party's Person’s liability for any deficiency in respect thereof. The Except as otherwise provided in the Credit Agreement, the proceeds realized from any sale of any Collateral may be applied, after the Collateral Agent Bank is in receipt of good funds, as follows: (a) first, to the Collateral Agent, for all reasonable costs and expenses, including, without limitation, reasonable attorneys' ’ fees and expenses, incurred by the Collateral Agent Bank for collection, removal, storage, processing, protection, insurance, demonstration, sale or delivery of the Collateral, and for any other Obligations constituting costs or expenses; (b) second, to the Collateral Agent for payment of any fees or expenses due, due the Bank under the Credit AgreementDocuments, to the Collateral Agent; (c) third, to interest due on any of the Collateral Agent for payment to the account for each BankObligations, in accordance with its Pro-Rata Share, for any Obligations constituting interest; (d) fourth, to the Collateral Agent for payment to principal of the account for each BankObligations, in accordance with its Pro-Rata Share, for any Obligations constituting principal; (e) fifth, to the Collateral Agent for payment to the account of each Bank, in its Pro-Rata Share, for any Obligations not included in (a) through (d) above; and (f) sixth sixth, and finally, to any Borrower or Borrowers or any other partyPerson, to the extent it is lawfully entitled to any remaining proceeds. If the Bank forecloses or otherwise realizes on any Collateral and receives any proceeds thereof in any form other than cash, the Obligations shall not be credited unless and shall only be credited to the extent that the Bank actually receives final collected funds with respect to such non-cash proceeds. If any deficiency remains after any foreclosure sale, the Debtor Borrowers and any guarantor Guarantors shall remain jointly and severally liable for such deficiency. Nothing in this Agreement shall obligate the Bank to give any Borrower or any other Person any notice if such notice is not required by applicable law.

Foreclosure Sales. The Debtor Each Borrower agrees that, if applicable law requires that prior notice of any foreclosure or other disposition of Collateral be given to a Borrower, at least 10 days days’ written notice to such Borrower at such Borrower’s address in the Debtor at the Debtor's address above Credit Agreement of any public or private foreclosure sale or other disposition of any Collateral shall be reasonable notice thereof, and that any such sale may be at such locations as the Collateral Agent may designate in such notice. The Agent shall have the right to conduct foreclosure sales on each Borrower’s premises and without charge therefor. All public or private foreclosure sales may be adjourned from time to time by giving oral notice thereof at the time and place of such sale or in such other manner permitted by applicable law. The Collateral Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit, or any combination thereof, and the Collateral Agent or any Bank may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale, and, in lieu of actual payment of such purchase price, the Collateral Agent or any Bank may setoff and credit the amount of such price against the Obligations without impairing the Debtor's any Borrower’s or any other party's ’s liability for any deficiency in respect thereof. The proceeds Except as otherwise provided in the Credit Agreement, the Proceeds realized from any sale of any Collateral may be applied, after the Collateral Agent is in receipt of good funds, as follows: (a) first, to the Collateral Agent, for all reasonable costs and expenses, including, without limitation, reasonable attorneys' ’ fees and expenses, incurred by the Collateral Agent or any Bank for collection, removal, storage, processing, protection, insurance, demonstration, sale or delivery of the Collateral, and for any other Obligations constituting costs or expenses; (b) second, to the Collateral Agent for payment of any fees or expenses due, due the Agent or any Bank under the Credit AgreementDocuments, to the Collateral Agent; (c) third, to interest due on any of the Collateral Agent for payment to the account for each BankObligations, in accordance with its Pro-Rata Share, for any Obligations constituting interest; (d) fourth, to the Collateral Agent for payment to principal of the account for each BankObligations, in accordance with its Pro-Rata Share, for any Obligations constituting principal; (e) fifth, to the Collateral Agent for payment to the account of each or any Bank, in its Pro-Rata Share, for any Obligations not included in (a) through (d) above; and (f) sixth sixth, and finally, to the Borrowers or any other partyPerson, to the extent it is lawfully entitled to any remaining proceedsProceeds. If any deficiency remains after any foreclosure sale, the Debtor Borrowers and any guarantor Guarantors shall remain jointly and severally liable for such deficiency. If the Agent forecloses or otherwise realizes on any Collateral and receives any Proceeds thereof in any form other than cash, the Obligations shall not be credited unless and until the Agent receives collected funds with respect to such non-cash Proceeds.