Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 9 contracts
Samples: Security Agreement (Dayton Superior Corp), Security Agreement (Infousa Inc), Security Agreement (Marathon Power Technologies Co)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may may, subject to the provisions of the Intercreditor Agreement, be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 7 contracts
Samples: Intercreditor Agreement (Dole Food Co Inc), Intercreditor Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral --------------------------------------- repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 6 contracts
Samples: Security Agreement (Kilovac International Inc), Security Agreement (Cambridge Industries Inc /De), Security Agreement (Wesley Jessen Holding Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 5 contracts
Samples: Security Agreement (CURO Group Holdings Corp.), Security Agreement (CURO Group Holdings Corp.), Security Agreement (Lee Enterprises, Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 5 contracts
Samples: Security Agreement (Therma Wave Inc), Security Agreement (Globe Manufacturing Corp), Security Agreement (Silgan Holdings Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be are commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableAssignor. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 4 contracts
Samples: Security Agreement (CURO Group Holdings Corp.), Security Agreement (CURO Group Holdings Corp.), Security Agreement (CURO Group Holdings Corp.)
Remedies; Disposition of the Collateral. If (a) To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawGrantor. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense. Each Grantor acknowledges and agrees that, to the extent notice of sale or other disposition of the Collateral or any part thereof shall be required by law, ten (10) days’ prior notice to such Grantor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters.
Appears in 4 contracts
Samples: Revolving Credit Agreement (VERRA MOBILITY Corp), Security Agreement (Iridium Communications Inc.), Term Loan Security Agreement (Kemet Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice disposition, effected in accordance with the applicable law as may apply to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 3 contracts
Samples: Canadian Security Agreement (Ciena Corp), Canadian Security Agreement (Ciena Corp), Canadian Security Agreement (Ciena Corp)
Remedies; Disposition of the Collateral. If To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawGrantor. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.
Appears in 3 contracts
Samples: Security Agreement (PAE Inc), Security Agreement (PAE Inc), First Lien Security Agreement (PAE Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Administrative Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Administrative Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Administrative Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Administrative Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 3 contracts
Samples: Security Agreement (Aleris Ohio Management, Inc.), Security Agreement (Aleris Ohio Management, Inc.), Credit Agreement (Aleris Ohio Management, Inc.)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then then, subject to the Intercreditor Agreement, any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.
Appears in 3 contracts
Samples: Term Loan Security Agreement (Ciena Corp), Credit Agreement (Ciena Corp), Term Loan Pledge Agreement (Ciena Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' ’ prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such sale, lease or other disposition which shall may be effected by means of a public sale permitted by such disposition or private disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time and place of UCC and/or such sale and, in the absence other mandatory requirements of applicable requirements of law, shall be by public auction (which may, at law as may apply to the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 3 contracts
Samples: Security Agreement (Town Sports International Holdings Inc), Security Agreement (Town Sports International Holdings Inc), Security Agreement (Town Sports International Holdings Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 3 contracts
Samples: Security Agreement (Iasis Healthcare Corp), Security Agreement (Southwest General Hospital Lp), Security Agreement (Pca Valdosta Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 8.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. thereto in two newspapers in general circulation in Salt Lake City, Utah, The Collateral Agent may, without notice or publication, adjourn any public or private City of New York and in such other locations as may be necessary in order for the sale or cause the same to be adjourned from time to time by announcement at “commercially reasonable” (as such term is used in Article 9 of the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedUniform Commercial Code). To the extent permitted not prohibited by any such requirement Requirement of lawLaw, the Collateral Agent or any Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 8.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 3 contracts
Samples: Security Agreement (Huntsman Petrochemical Finance Co), Security Agreement (Huntsman LLC), Security Agreement (Huntsman LLC)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then then, subject to any Applicable Intercreditor Agreement, any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.
Appears in 3 contracts
Samples: Security Agreement (Ciena Corp), Pledge Agreement (Ciena Corp), Abl Credit Agreement
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 9.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: First Lien Guarantee and Collateral Agreement (Lee Enterprises, Inc), Second Lien Guarantee and Collateral Agreement (Lee Enterprises, Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which that shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: And Restated Security Agreement (Power Ten), Security Agreement (Information Holdings Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of the applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral --------------------------------------- repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to determine; provided that such terms shall be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any commercially reasonable overhaul or repair made by or at the expense direction of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableAgent. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Pledgor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Pledgor or any nominee of such Assignor the Pledgor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so reasonably specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Pledgor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent and the Secured Creditors may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorPledgor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Pledgor as hereinabove specified, the Collateral Agent need give such Assignor the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor The Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignorthe Pledgor's reasonable expense.
Appears in 2 contracts
Samples: Security Agreement (Coinmach Laundry Corp), Security Agreement (Coinmach Corp)
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 ten (10) days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (by bidding in the Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (National Tobacco Co Lp), Security Agreement (National Tobacco Co Lp)
Remedies; Disposition of the Collateral. If To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawGrantor. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.
Appears in 2 contracts
Samples: Security Agreement (BWAY Holding CO), Credit Agreement (Bway Parent Company, Inc.)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Security Agreement (Ciena Corp), Security Agreement (Tesla Motors Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then then, subject to the Intercreditor Agreement, any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Security Agreement (Ciena Corp), Credit Agreement (Ciena Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof 8.1 and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Debtor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Debtor or any nominee of such Assignor Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Parties (or certain of them) may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorDebtor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent need give such Assignor Debtor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor Debtor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Debtor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Debtor’s expense.
Appears in 2 contracts
Samples: Security Agreement (Stonemor Partners Lp), Security Agreement (Stonemor Partners Lp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant such Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent and the Secured Creditors may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove herein above specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (Universal Compression Inc), Security Agreement (Universal Compression Holdings Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant AssignorAssignor (except to the extent such purchase price exceeds the amount of the Obligations with such excess to be applied in accordance with Section 7.4(v) of this Agreement). If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (Winfred Berg Licensco Inc), Security Agreement (Winfred Berg Licensco Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, Agent may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Security Agreement (Williams Scotsman International Inc), Security Agreement (Williams Scotsman Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Pledge Agreement (Extended Stay America Inc), Security Agreement (VHS of Phoenix Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Purchasers under or pursuant to Section 7.1 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentPurchasers, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Purchasers may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Purchasers or after any overhaul or repair at the expense of the relevant Assignor each Debtor which the Collateral Agent Purchasers shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor each Debtor or any nominee of such Assignor each Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified, but in no event in an amount greater than the Obligations then outstanding and provision for any contingent Obligations reasonably acceptable to the Purchasers. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's Purchasers’ option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in Los Angeles, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCalifornia. To the extent permitted by any such requirement of law, the Collateral Agent Purchasers may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorDebtors. If, under mandatory requirements of applicable law, the Collateral Agent Purchasers shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtors as hereinabove specified, the Collateral Agent Purchasers need give such Assignor the Debtors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security and Pledge Agreement (Dyntek Inc), Security and Pledge Agreement (Dyntek Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonabledetermine. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any commercially reasonable overhaul or repair made by or at the expense direction of the relevant Assignor which Collateral Agent. To the extent permitted by any requirement of law, the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended Secured Creditors or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of any or all of the Collateral at any such sale price or other consideration therefor, and shall be subjectentitled, for the 10 days after purpose of bidding and making settlement or payment of the giving purchase price for all or any portion of the Collateral sold, assigned or licensed at such noticesale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale fullest extent permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the law, all rights of redemption, stay and/or appraisal which it now has or may at any time and place of such sale and, in the absence future have under any rule of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretolaw or statute now existing or hereafter enacted. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To Each Pledgor hereby waives, to the fullest extent permitted by any such requirement of law, any claims against the Collateral Agent may bid for and become the purchaser arising by reason of the fact that the price at which any Collateral may have been sold, assigned or any item thereoflicensed at such a private sale was less than the price which might have been obtained at a public sale, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Each Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days’ notice to make disposition such Pledgor of the Collateral within a period time and place of any public sale or of the time after which does not permit the giving of notice any private sale or other intended disposition is to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as take place shall be reasonably practicable in view commercially reasonable notification of such mandatory requirements matters. No notification need be given to any Pledgor if it has signed, after the occurrence of applicable lawan Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Each Assignor Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Pledgor’s reasonable expense.
Appears in 2 contracts
Samples: Pledge Agreement (Coinmach Service Corp), Security Agreement (Coinmach Service Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers in general circulation in the City of New York. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent and the Secured Creditors may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant any Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (JCC Holding Co), Security Agreement (JCC Holding Co)
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of a Noticed Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 ten (10) days' prior ’ written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 ten (10) days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 ten (10) days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in one newspaper in general circulation in the City of New York and one newspaper in general circulation in Winston Salem, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedNorth Carolina. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (by bidding in the Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (Reynolds American Inc), Security Agreement (Reynolds American Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then then, subject to any Applicable Intercreditor Agreement, any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of the time at which PPSA and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.
Appears in 2 contracts
Samples: Canadian Security Agreement (Ciena Corp), Abl Credit Agreement
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to determine; provided that such terms shall be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any commercially reasonable overhaul or repair made by or at the expense direction of the relevant Assignor which Collateral Agent. To the extent permitted by any requirement of law, the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended Secured Creditors or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of any or all of the Collateral at any such sale price or other consideration therefor, and shall be subjectentitled, for the 10 days after purpose of bidding and making settlement or payment of the giving purchase price for all or any portion of the Collateral sold, assigned or licensed at such noticesale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale fullest extent permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the law, all rights of redemption, stay and/or appraisal which it now has or may at any time and place of such sale and, in the absence future have under any rule of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretolaw or statute now existing or hereafter enacted. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To Each Pledgor hereby waives, to the fullest extent permitted by any such requirement of law, any claims against the Collateral Agent may bid for and become the purchaser arising by reason of the fact that the price at which any Collateral may have been sold, assigned or any item thereoflicensed at such a private sale was less than the price which might have been obtained at a public sale, offered for sale in accordance with this Section without accountability even if the Administrative Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Each Pledgor acknowledges and agrees that, to the relevant Assignor. If, under mandatory requirements extent notice of applicable law, the Collateral Agent sale shall be required by law, ten days' notice to make disposition such Pledgor of the Collateral within a period time and place of any public sale or of the time after which does not permit the giving of notice any private sale or other intended disposition is to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as take place shall be reasonably practicable in view commercially reasonable notification of such mandatory requirements matters. No notification need be given to any Pledgor if it has signed, after the occurrence of applicable lawan Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Each Assignor Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such AssignorPledgor's reasonable expense.
Appears in 2 contracts
Samples: Security Agreement (Coinmach Corp), Security Agreement (Appliance Warehouse of America Inc)
Remedies; Disposition of the Collateral. If To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Security Agreement (Bway Corp), Security Agreement (Bway Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 30 days' ’ prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 30 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 30 days' ’ prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 30 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Security Agreement (Manitowoc Foodservice, Inc.), Security Agreement (Manitowoc Foodservice, Inc.)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 7.1(a) hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair repair, at the expense of the relevant Assignor Assignor, which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor, provided that the Collateral Agent shall then notify the relevant Assignor of such purchase and the purchase price. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Security Agreement (PAETEC Holding Corp.), Security Agreement (PAETEC Holding Corp.)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (Davis-Standard CORP), Security Agreement (Dominos Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral or any portion thereof repossessed by the Collateral Agent under or pursuant to Section 7.1 6.01 hereof and any other Collateral or any portion thereof whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, for cash, on credit or for future delivery at such time or times, at such place or places (including, without limitation, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere), at such price or prices and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any reasonable irrespective of the Collateral may be sold, leased or otherwise disposed of, in impact of any such sales on the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense market price of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableCollateral. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 6.02 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable required by such applicable law and such notice shall be deemed reasonable and proper if given in view writing at least ten (10) days before such disposition. Upon any sale or other disposition of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under judicial proceeding), the receipt of the Collateral Agent or of the officer making such sale or disposition shall be sufficient discharge to the purchaser or purchasers of the Collateral so sold or disposed and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Collateral Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and its doing so shall not be considered adversely to affect the commercial reasonableness of such mandatory requirements sale or other disposition. If the Collateral Agent sells any of applicable lawthe Collateral upon credit, the Assignors will be credited only with payment actually made by the purchaser, received by the Collateral Agent and applied in accordance with Section 6.04 hereof. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the same, subject to the same rights and duties set forth herein. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 2 contracts
Samples: Collateral and Guaranty Agreement (Pennymac Financial Services, Inc.), Collateral and Guaranty Agreement (Pennymac Financial Services, Inc.)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Security Agreement (Maple Leaf Aerospace Inc), Security Agreement (Tristar Aerospace Co)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of the applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 2 contracts
Samples: Us Security Agreement (Silgan Holdings Inc), Security Agreement (Silgan Holdings Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent Assignee under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentAssignee, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Assignee may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Assignee or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Assignee shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentAssignee's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent Assignee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent Assignee may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent Assignee shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent Assignee need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Security Agreement (Emcore Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed --------------------------------------- by the Collateral Agent Secured Party under or pursuant to Section 7.1 hereof 6.1, and any other Collateral ----------- whether or not so repossessed by the Collateral AgentSecured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Secured Party or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Secured Party shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Grantor or any nominee of such Assignor the Grantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in two newspapers in general circulation in Southern California. To the extent permitted by any such requirement of law, the Collateral Agent Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 6.2 without accountability to the relevant AssignorGrantor (except to the extent of ----------- surplus money received as provided in Section 6.4). If, under mandatory ----------- requirements of applicable law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor the Grantor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. (i) If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent Trustee may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, and to the extent not in violation of applicable law, including Title 14 and Title 49, and subject to the approval of the DOT or its successor or nominee, all the rights and remedies of a secured party on default under or pursuant to Section 7.1 hereof the UCC in effect in all relevant jurisdictions at the time of such Event of Default, and any other Collateral whether or not so repossessed by the Collateral AgentTrustee may also in its sole discretion, may be soldwithout notice except as specified below, assigned, leased sell the Collateral or otherwise disposed of under any part thereof in one or more contracts parcels at public or as an entiretyprivate sale, at any exchange, broker's board or at any of the Collateral Trustee's offices or elsewhere, for cash, on credit or for future delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be Trustee may deem commercially reasonable. Any To the extent not inconsistent with Title 49 and the DOT or FAA requirements and any additional requirements of the applicable Governmental Authorities and/or Airport Authorities, the Collateral Trustee or any other Priority Lien Secured Party may be the purchasers of any or all of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after at any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subjectentitled, for the 10 days after purpose of bidding and making settlement or payment of the giving purchase price for all or any portion of the Collateral sold at such noticesale, to use and apply any of the Priority Lien Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of the Pledgors, and each Pledgor hereby waives, to the right fullest extent permitted by law, all rights of redemption, stay or appraisal which it now has or may at any time in the relevant Assignor future have under any rule of law or any nominee statute now existing or hereafter enacted. Each Pledgor agrees that, to the extent notice of such Assignor to acquire the Collateral involved at a price or for such other consideration sale shall be required by law, at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 ten days' prior written notice to the relevant Assignor specifying such Pledgor of the time and place of such any public sale and, in or the absence time after which any private sale is to be made shall constitute reasonable notification. The Collateral Trustee shall not be obligated to make any sale of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication regardless of notice of such auction (where required by applicable law) not less than 10 days prior theretosale having been given. The Collateral Agent may, without notice or publication, Trustee may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To Each Pledgor hereby waives, to the full extent permitted by any such requirement of law, any claims against the Collateral Agent may bid for and become the purchaser Trustee arising by reason of the fact that the price at which any Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all have been sold at such Assignor's expensea private sale was less than the price which might have been obtained at a public sale.
Appears in 1 contract
Samples: Collateral Trust Agreement (Delta Air Lines Inc /De/)
Remedies; Disposition of the Collateral. If Except as otherwise provided in Section 7.07 hereof or otherwise expressly provided herein or in any Event of Default shall have occurred and be continuingother Credit Document, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof 7.01, and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such the Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in two newspapers in general circulation in New York City. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.02 without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.04). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such the Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Upon the occurrence of an Event of Default shall have occurred and be continuing(which has not been cured in accordance with the terms of the Secured Notes), then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonablereasonable terms. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any commercially reasonable overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonablerepair. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant such Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 ten (10) days after the giving of such notice, to the right of the relevant such Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant such Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 ten (10) days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in Los Angeles, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCalifornia. To the extent permitted by any such requirement of law, the Collateral Agent Agent, the Funds, or certain of them, may bid for and become the purchaser (by bidding in the Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to such Assignor (except to the relevant Assignorextent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant such Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Purchaser under or pursuant to Section 7.1 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentPurchaser, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Purchaser may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Purchaser or after any overhaul or repair at the expense of the relevant Assignor each Debtor which the Collateral Agent Purchaser shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor each Debtor or any nominee of such Assignor each Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified, but in no event in an amount greater than the Obligations then outstanding and provision for any contingent Obligations reasonably acceptable to the Purchaser. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's Purchaser’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in Los Angeles, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCalifornia. To the extent permitted by any such requirement of law, the Collateral Agent Purchaser may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorDebtors. If, under mandatory requirements of applicable law, the Collateral Agent Purchaser shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtors as hereinabove specified, the Collateral Agent Purchaser need give such Assignor the Debtors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Administrative Agent EXHIBIT F under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Administrative Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Administrative Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Administrative Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Administrative Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Secured Party under or pursuant to Section 7.1 6.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentSecured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any taking into consideration the mandatory requirements of applicable lawthe UCC that the purchase price paid for such Collateral not fall "significantly below" the range of prices a third party would pay in a commercially reasonable foreclosure sale, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Secured Party or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Secured Party shall determine to be commercially reasonable; however, the Secured Party shall have no obligation to clean up or otherwise prepare the Collateral for such sale, lease or disposition. The Secured Party may specifically disclaim any warranties of title and the like. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Debtor and all debtors (if any) of the Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Debtor or any nominee of such Assignor the Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Debtor specifying the time and place of such sale and, in the absence of applicable requirements of lawApplicable Law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), ) after publication of notice of such auction (where required by applicable law) not less than 10 days day's prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in a newspaper in general circulation. To the extent permitted by any such requirement of lawApplicable Law, the Collateral Agent Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorDebtor (except to the extent of surplus money received). If the Secured Party sells or disposes of any of the Collateral upon credit, the Debtor will be credited only with payments actually made by the purchaser and received by the Secured Party on such Collateral and applied to the indebtedness of such purchaser. In the event that such purchaser fails to pay for the Collateral, the Secured Party may resell or re-dispose of such Collateral and the Debtor shall be credited with the proceeds of such resale or re-disposition. If, under mandatory requirements of applicable lawApplicable Law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor the Debtor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Samples: Security Agreement (Vertis Inc)
Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Interim Order (or the Final Order, then as applicable) or Section 7, without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof 10.1 or the Interim Order (or the Final Order, as applicable) or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Administrative Agent may, in compliance with any mandatory requirements Requirements of applicable lawLaw, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor the Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in USA Today and The Wall Street Journal, National Edition. The Collateral Agent maySubject to Section 10.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders or any Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 10.2 without accountability to the relevant AssignorBorrower, any Guarantor or the Prepetition Secured Parties (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 1 contract
Samples: Guarantee and Security Agreement (Superior Telecom Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent and the other Secured Creditors may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable prac ticable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of a Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent Secured Party under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agentsuch Secured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent applicable Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Secured Party or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent such Secured Party shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 daysten (10) Business Days' prior written notice to the relevant Assignor Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days ten (10) Business Days after the giving of such notice, to the right of the relevant Assignor Debtor or any nominee of such Assignor Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 daysten (10) Business Days' prior written notice to the relevant Assignor Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's Secured Party’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in two newspapers in general circulation in New Jersey. To the extent permitted by any such requirement of law, the Collateral Agent Secured Party on behalf of itself may bid for and become the purchaser (by bidding in the Obligations (as to the Collateral), or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorDebtor (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor Debtor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Security Agreement (Mobilepro Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof hereof, and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the Collateral purchase price by crediting Obligations against the purchase price) of the Collateral, or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or Secured Party pursuant to Section 7.1 hereof 5.1 and any other Collateral (whether or not so repossessed by the Collateral AgentSecured Party), except as otherwise provided in Section 6 hereof, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale of the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent any public or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements proceeding. The Secured Party shall be made upon not less than give Tower Sub or the Assignor at least 10 days' prior written notice to the relevant Assignor of any such private disposition specifying the time at which of such proposed disposition is to be made and the intended sale price or other consideration thereforconsideration, and shall be subject, for the 10 days days' after the giving of such notice, to the right of Tower Sub or the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the such intended sale price or other consideration so specified. Any such disposition which The Secured Party shall be a public sale permitted by such requirements shall be made upon not less than give Tower Sub or the Assignor at least 10 days' prior written notice to the relevant Assignor of any such public disposition specifying the time and place of such proposed sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The thereto in two newspapers in general circulation in the city where such Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedis located. To the extent permitted by any such requirement of law, the Collateral Agent Secured Party on behalf of the Beneficiaries may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to Tower Sub or the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be Secured Party is required to make disposition of the Collateral within a period of time which does not permit the giving of notice to Tower Sub or the relevant Assignor as hereinabove specified, the Collateral Agent Secured Party need give such Tower Sub or the relevant Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Spectrasite Holdings Inc
Remedies; Disposition of the Collateral. If any Event of Default --------------------------------------- shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Subject to the intercreditor provisions set forth in the Primary DIP Facility Orders, upon the occurrence and during the continuance of an Event of Default Default, and to the extent not inconsistent with the Orders and Article IX (including the requirement thereunder that the Administrative Agent shall have occurred provide the Borrower (with a copy to the Primary DIP Facility Agent and be continuingthe counsel for any statutory committee of unsecured creditors appointed in the Cases and to the United States Trustee in the Cases) with five Business Days' written notice prior to the taking of any such action), then without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof 10.1 or the Orders or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property Property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Administrative Agent may, in compliance with any mandatory requirements Requirements of applicable lawLaw, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower and the Subsidiary Guarantors specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower, the Subsidiary Guarantors or any nominee of such Assignor thereof to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower and the Subsidiary Guarantors specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers in general circulation in New York, New York and Chicago, Illinois. The Collateral Agent maySubject to Section 10.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorBorrower, the Subsidiary Guarantors or the Prepetition Secured Lenders (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower or Subsidiary Guarantors as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower and Subsidiary Guarantors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Designated Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Debtor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant AssignorDebtor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent need give such Assignor the Debtor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor The Debtor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignorthe Debtor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 8.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 8.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to determine; provided that such terms shall be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any commercially reasonable overhaul or repair made by or at the expense direction of the relevant Assignor which Collateral Agent. To the extent permitted by any requirement of law, the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended Secured Creditors or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of any or all of the Collateral at any such sale price or other consideration therefor, and shall be subjectentitled, for the 10 days after purpose of bidding and making settlement or payment of the giving purchase price for all or any portion of the Collateral sold, assigned or licensed at such noticesale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale fullest extent permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the law, all rights of redemption, stay and/or appraisal which it now has or may at any time and place of such sale and, in the absence future have under any rule of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretolaw or statute now existing or hereafter enacted. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To Each Pledgor hereby waives, to the fullest extent permitted by any such requirement of law, any claims against the Collateral Agent may bid for and become the purchaser arising by reason of the fact that the price at which any Collateral may have been sold, assigned or any item thereoflicensed at such a private sale was less than the price which might have been obtained at a public sale, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Each Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days' notice to make disposition such Pledgor of the Collateral within a period time and place of any public sale or of the time after which does not permit the giving of notice any private sale or other intended disposition is to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as take place shall be reasonably practicable in view commercially reasonable notification of such mandatory requirements matters. No notification need be given to any Pledgor if it has signed, after the occurrence of applicable lawan Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Each Assignor Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such AssignorPledgor's reasonable expense.
Appears in 1 contract
Samples: Security Agreement (Appliance Warehouse of America Inc)
Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Interim Order (or the Final Order, then as applicable) or Section 7, without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof 10.1 or the Interim Order (or the Final Order, as applicable) or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Administrative Agent may, in compliance with any mandatory requirements Requirements of applicable lawLaw, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor the Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in USA Today and The Wall Street Journal, National Edition. The Collateral Agent maySubject to Section 10.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders or any Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 10.2 without accountability to the relevant AssignorBorrower or any Guarantor (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 1 contract
Samples: And Security Agreement (Mississippi Chemical Corp /MS/)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.extent
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 8.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such sale, lease or other disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral Collateral, repossessed by the Collateral Agent under or pursuant to Section 7.1 6.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable lawApplicable Law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which Grantor that the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, Applicable Law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of lawApplicable Law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 6.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawGrantor. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable lawsApplicable Laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Designated Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Debtor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.this
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may may, during the continuance of an Event of Default, be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may may, during the continuance of an Event of Default, be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers in general circulation to be selected by the Collateral Agent. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof 8.1 and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Security Agreement (Lli Inc)
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of a Noticed Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 ten (10) days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in one newspaper in general circulation in the City of New York and one newspaper in general circulation in Winston Salem, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedNorth Carolina. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (by bidding in the Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable, provided that the Collateral Agent shall first apply for and receive all required approvals of any applicable Gaming Authority for the sale of disposition of slot machines and other gaming devices. Any such disposition which shall be pursuant to a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 daysBusiness Days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days Business Days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers in general circulation in the City of New York. The Collateral Agent maymay also request, without notice or publicationin connection therewith, adjourn any public or private sale or cause that the same to be adjourned from time to time by announcement at Nevada Gaming Commission petition a District Court of the time and place fixed State of Nevada for the sale, and such sale may be made at appointment of a supervisor to conduct the normal gaming activities on the premises of any time or place to which the sale may be so adjournednon-restricted licensed location following appointment of a receiver. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof SECTION 8.1 and any other Collateral Collateral, whether or not so repossessed by the Collateral Agent, may may, to the extent permitted by any contract terms governing such Collateral and to the fullest extent permitted by applicable law, be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, whether by public or private sale and without the necessity of gathering at the place of sale the property to be sold, and in general may be sold in such manner, at such time or times, at such place or places and on such terms as (whether cash or credit, and in the Collateral Agent maycase of credit, without assumption of future credit risk), in compliance with any mandatory requirements of applicable lawApplicable Laws, determine to be as are commercially reasonable. If any Collateral is sold by the Collateral Agent upon credit or for future delivery the Collateral Agent shall not be liable for the failure of the purchaser to pay for the same and in such event the Collateral Agent may resell the Collateral. In no event shall the Grantor be credited with any part of the proceeds of sale of any Collateral until payment thereof in cash or cash equivalents has actually been received by the Collateral Agent. Any of the Collateral may be sold, leased or otherwise disposed of, or options or contracts may be entered to do so, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be in a commercially reasonablereasonable manner. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor Grantor specifying the time at which such disposition is to be made and the intended sale price or other consideration thereforand, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any if such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor sale, specifying the time and place of such sale. Any such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to may be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To the extent permitted by any such requirement of applicable law, the Collateral Agent or any other Senior Secured Party may itself bid for and become the purchaser buyer of the Collateral or any item thereof, thereof offered for sale in accordance with this Section at a public auction without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expenseGrantor.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral --------------------------------------- repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity neces sity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements re quirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any The Bank may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Uniform Commercial Code in effect in the States of Hawaii or Minnesota, as applicable, at the time of an [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Event of Default shall have occurred and be continuingDefault. The Bank may also, then any Collateral repossessed by upon notice to the Pledgor as specified below, sell the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether part thereof at public or not so repossessed by private sale, at any exchange, broker’s board or at any of the Collateral AgentBank’s offices or elsewhere, may be soldfor cash, assigned, leased on credit or otherwise disposed of under one or more contracts or as an entiretyfor future delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be Bank may deem commercially reasonable. Any The Bank may be the purchaser of any or all of the Collateral may be sold, leased or otherwise disposed of, in at any such sale to the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings extent permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, law and shall be subjectentitled, for the 10 days after purpose of bidding and making Settlement or payment of the giving purchase price for all or any portion of the Collateral sold at such noticesale, to the right use and apply any of the relevant Assignor or Obligations owed it as a credit on account of the purchase price. Each purchaser at any nominee of such Assignor to sale shall acquire the Collateral involved at a price property sold absolutely free from any claim or for such other consideration right on the part of Pledgor, and Pledgor hereby waives (to the fullest extent permitted by law), all rights of redemption, stay or appraisal under any rule of law or statute now existing or hereafter enacted. To the extent notice of sale shall be required by law, at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 ten days' prior written ’ notice to the relevant Assignor specifying Pledgor of the time and place of such any sale and, in the absence shall constitute reasonable notification. The Bank shall not be obligated to hold any sale of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication regardless of notice of such auction (where required by applicable law) not less than 10 days prior theretosale having been given. The Collateral Agent may, without notice or publication, Bank may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and any such sale may may, without further notice, be made held at any the time or and place at and to which the sale may be it was so adjourned. To Pledgor waives, to the full extent permitted by any such requirement of law, any claims against the Collateral Agent may bid for and become the purchaser Bank arising by reason of the fact that the price at which any Collateral or any item thereofmay have been sold at a private sale was less than the price which might have been obtained at a public sale, offered for sale in accordance with this Section without accountability to even if the relevant Assignor. If, under mandatory requirements of applicable law, Bank accepts the Collateral Agent shall be required to make disposition of the Collateral within a period of time which first offer received and does not permit the giving of notice offer such Collateral to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensemore than-one offeree.
Appears in 1 contract
Samples: Hoku Scientific Inc
Remedies; Disposition of the Collateral. If any Designated Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Debtor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, each of the Collateral Agent and the other Secured Creditors may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant AssignorDebtor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent need give such Assignor the Debtor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor The Debtor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtor’s expense. Following a Designated Event of Default, the Debtor hereby agrees that all monies, checks, notes, instruments, drafts or other payments relating to or constituting proceeds of the Collateral which come into the possession or under the control of the Debtor or any employees, agents or other persons acting for or in concert with the Debtor, shall be received and held in trust for the Collateral Agent and such Assignor's expenseitems shall be the sole and exclusive property of the Collateral Agent. Immediately upon receipt thereof, the Debtor and such other Persons shall remit the same or cause the same to be remitted, in kind, to the Collateral Agent, and the Debtor shall deliver or cause to be delivered to the Collateral Agent, with appropriate endorsement and assignment to the Collateral Agent with full recourse to the Debtor, all instruments, notes and chattel paper constituting proceeds of the Collateral.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral Collateral, whether or not so repossessed by the Collateral Agent, may (or, at the request of the Required Secured Creditors, shall), during the continuance of an Event of Default, be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may may, during the continuance of an Event of Default, be sold, leased or otherwise disposed of, in one or more parcels at public or private sale in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor for cash, on credit or for future delivery, and at such price or prices and upon such other terms which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser of the Collateral or any item thereof, thereof offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.5). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense. Each Assignor acknowledges and agrees that, to the extent notice of sale or other disposition of Collateral shall be required by law, ten (10) days’ prior notice to such Assignor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Assignor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 8.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such sale, lease or other disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale disposition in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Secured Party under or pursuant to Section 7.1 4.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentSecured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableSecured Party. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Grantor or any nominee of such Assignor the Grantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days day's prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in a newspaper in general circulation in New York City. To the extent permitted by any such requirement of law, the Collateral Agent Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorGrantor (except to the extent of surplus money received as provided in Section 4.4 hereof). If, under mandatory requirements of applicable law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor the Grantor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Receivables Security Agreement (Cosmetic Sciences Inc)
Remedies; Disposition of the Collateral. If any Event of --------------------------------------- Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent Secured Party under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentSecured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Secured Party or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Secured Party shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent Secured Party shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense. Notwithstanding anything to the contrary contained herein, Assignee shall give to the respective Assignors three Business Days' prior notice of any foreclosure effected on any Inventory, Equipment or Goods constituting Collateral under this Agreement.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the 13 Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 ten (10) days after the giving of such notice, to the right of the relevant Assignor or any nominee of such the Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (by bidding on Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such the Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each The Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such the Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers in general circulation to be selected by the Collateral Agent. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place placed fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If Subject to the terms of the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent PBGC under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentPBGC, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent PBGC may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent PBGC or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent PBGC shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent PBGC may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent PBGC may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting PBGC Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent PBGC shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent PBGC need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Confirmation Order and the Intercreditor and Subordination Agreement, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof Agent, and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable lawlaws, determine determined to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable laws shall be made upon not less than 10 30 days' prior written notice to the relevant Assignor Borrowers specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 30 days after the giving of such notice, to the right of the relevant Assignor Borrowers or any nominee of such Assignor Borrowers to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements applicable laws shall be made upon not less than 10 30 days' prior written notice to the relevant Assignor Borrowers specifying the time and place of such sale and, in the absence of applicable requirements of lawlaws, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 30 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in two newspapers in national circulation. To the extent permitted by any such requirement applicable laws, the Collateral Agent on behalf of lawthe Lenders, the Administrative Agent and the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 8.4 without accountability to Borrowers or any of their Subsidiaries (except to the relevant Assignorextent of surplus money received). If, under mandatory requirements of applicable lawlaws, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrowers as hereinabove herein above specified, the Collateral Agent need give such Assignor Borrowers only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.
Appears in 1 contract
Samples: Revolving Credit Agreement (United Artists Theatre Circuit Inc /Md/)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity neces sity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private pri vate sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant rele vant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration considera tion so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements re quirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent and the other Secured Creditors may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable prac ticable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance com pliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral or any portion thereof repossessed by the Collateral Agent under or pursuant to Section 7.1 7.01 hereof and any other Collateral or any portion thereof whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, for cash, on credit or for future delivery at such time or times, at such place or places (including, without limitation, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere), at such price or prices and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonablereasonable irrespective of the impact of any such sales on the market price of the Collateral. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.02 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable required by such applicable law. Upon any sale or other disposition of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under judicial proceeding), the receipt of the Collateral Agent or of the officer making such sale or disposition shall be sufficient discharge to the purchaser or purchasers of the Collateral so sold or disposed and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Collateral Agent or such officer or be answerable in view any way for the misapplication thereof. The Collateral Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and its doing so shall not be considered adversely to affect the commercial reasonableness of such mandatory requirements sale or other disposition. If the Collateral Agent sells any of applicable lawthe Collateral upon credit, the Assignors will be credited only with payment actually made by the purchaser, received by the Collateral Agent and applied in accordance with Section 7.04 hereof. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the same, subject to the same rights and duties set forth herein. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Samples: First Lien Security Agreement (Walter Investment Management Corp)
Remedies; Disposition of the Collateral. If any an Event of Default shall have occurred and be is continuing, then any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof 13.2 and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Administrative Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair (which shall be at the joint and several expense of the relevant Assignor Debtors) which the Collateral Administrative Agent or Required Lenders shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Administrative Agent on behalf of the Lenders may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 13.3 without accountability to the relevant Assignoreach Debtor. If, under mandatory requirements of applicable law, the Collateral Agent Lenders shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor each Debtor as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Debtors only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor Debtor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ joint and several expense. Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall give not less than five (5) Business Days’ (or, in the case of any such Assignor's expensesale, lease or other disposition as a result of any Event of Default described in Section 8.1(n)(ii), seven (7) Business Days’) prior written notice to the Borrower, the Committee and the United States Trustee for the District of Delaware, of any sale, lease or other disposition of Collateral.
Appears in 1 contract
Samples: Possession Credit Agreement (Raser Technologies Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Creditor under or pursuant to Section 7.1 hereof 6.1, and any other Collateral whether or not so repossessed by the Collateral AgentCreditor, may be sold, assigned, leased leased, or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Creditor may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased leased, or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent Creditor or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Creditor shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Company specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Company or any nominee of such Assignor the Company to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Company specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent Creditor may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 6.2 without accountability to the relevant AssignorCompany (except to the extent of surplus money received as provided in Section 6.4). If, under mandatory requirements of applicable law, the Collateral Agent Creditor shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Company as hereinabove specified, the Collateral Agent Creditor need give such Assignor the Company only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Security Agreement (Room Plus Inc)
Remedies; Disposition of the Collateral. If Subject to the terms of the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Samples: Intercreditor Agreement (Southeastern Grocers, LLC)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' ’ prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such sale, lease or other disposition which shall may be effected by means of a public sale permitted by such disposition or private disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time and place of UCC and/or such sale and, in the absence other mandatory requirements of applicable requirements of law, shall be by public auction (which may, at law as may apply to the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Samples: Security Agreement (Town Sports International Holdings Inc)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any (a) Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased leased, or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 three (3) days' prior ’ written notice to the relevant Assignor Debtor (which Debtor agrees is reasonable notification within the meaning of Section 9-504(3) of the Uniform Commercial Code) specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 three (3) days after the giving of such notice, to the right of the relevant Assignor Debtor or any nominee of such Assignor the Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specifiedprice. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 three (3) days' prior ’ written notice to the relevant Assignor Debtor (which Debtor agrees is reasonable notification within the meaning of Section 9-504(3) of the Uniform Commercial Code) specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's Secured Party’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 ten (10) days prior thereto. The Collateral Agent maythereto in a newspaper in general circulation in Las Vegas, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedNevada. To the extent permitted by any such requirement of law, the Collateral Agent Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 4.2 without accountability to the relevant AssignorDebtor (except to the extent of surplus money received as provided in Section 4.3). If, under mandatory requirements of applicable law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor the Debtor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof 5.1 and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale of the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant such Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such the relevant Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The thereto in two newspapers in general circulation in the city where such Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedis then located. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (by bidding in Secured Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 5.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such the relevant Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any (i) The Collateral Agent may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, and to the extent not in violation of applicable law, including the Federal Aviation Act, and subject to the approval of the DOT or its successor or nominee, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in all relevant jurisdictions at the time of an Event of Default shall have occurred Default, and be continuing, then any Collateral repossessed by the Collateral Agent under may also in its sole discretion, without notice except as specified below, sell the Collateral or pursuant to Section 7.1 hereof and any other Collateral whether part thereof in one or not so repossessed by more parcels at public or private sale, at any exchange, broker's board or at any of the Collateral Agent's offices or elsewhere, may be soldfor cash, assigned, leased on credit or otherwise disposed of under one or more contracts or as an entiretyfor future delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be may deem commercially reasonable. Any of To the Collateral may be soldextent not inconsistent with the Federal Aviation Act and the DOT requirements, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul other Secured Creditor may be the purchasers of any or repair at the expense all of the relevant Assignor which Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent sold at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser at any such sale shall determine acquire the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives, to be commercially reasonablethe fullest extent permitted by law, all rights of redemption, stay 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. Any such disposition which The Pledgor agrees that, to the extent notice of sale shall be a private sale or other private proceedings permitted required by such requirements shall be made upon not less than 10 law, at least ten days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving Pledgor of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such any public sale and, in or the absence of applicable requirements of law, time after which any private sale is to be made shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretoconstitute reasonable notification. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To The Pledgor hereby waives, to the full extent permitted by any such requirement of law, any claims against the Collateral Agent may bid for and become the purchaser arising by reason of the fact that the price at which any Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all have been sold at such Assignor's expensea private sale was less than the price which might have been obtained at a public sale.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Northwest Airlines Corp)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, continuing then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as are commercially reasonable and the Collateral Agent may, Assignors hereby acknowledge and agree that any sale or disposition hereunder or in compliance with any mandatory requirements of applicable law, determine to be connection herewith shall constitute a commercially reasonablereasonable sale or disposition. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which and the Collateral Agent shall determine have no liability or responsibility for the value received for any Collateral sold or disposed of, regardless of the fair market value of such Collateral prior to be commercially reasonablesuch sale or disposition. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Cash Collateral Agent under or pursuant to Section 7.1 hereof 5.1 and any other Collateral whether or not so repossessed by the Cash Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Cash Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such the Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Cash Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Cash Collateral Agent and the Secured Creditors may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Cash Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Cash Collateral Agent need give such the Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each The Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such the Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof 8.2 and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any Subject to mandatory requirements of applicable laws then in effect, any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any Subject to mandatory requirements of applicable laws then in effect, any such disposition which that shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 ten (10) days' prior ’ written notice to the relevant applicable Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 ten (10) days after the giving of such notice, to the right of the relevant applicable Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any Subject to mandatory requirements of applicable laws then in effect, any such disposition which that shall be a public sale permitted by such requirements shall be made upon not less than 10 ten (10) days' prior ’ written notice to the relevant applicable Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 ten (10) days prior thereto. The Collateral Agent maythereto in two newspapers of general circulation in Salt Lake City, without notice or publicationUtah, adjourn any public or private the City of New York and in such other locations as may be necessary in order for the sale or cause the same to be adjourned from time to time by announcement at “commercially reasonable” (as such term is used in Article 9 of the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedUniform Commercial Code). To the extent permitted not prohibited by any such requirement Requirement of lawLaw, the Collateral Agent or any Secured Party may bid for (for cash or as credit against the amount owing to it) and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant applicable Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant applicable Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral pledged by it valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards Requirements of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or salesLaw, all at such Assignor's ’s expense. Proceeds of any sale or other disposition of Collateral pursuant hereto shall be applied in accordance with Section 8.5.
Appears in 1 contract
Samples: Collateral Security Agreement (Huntsman International LLC)
Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair (at the expense of the relevant Assignor Assignor) which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 ten (10) days after the giving receipt of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability (other than with respect to the payment of the purchase price with respect thereto) to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any (a) Any Collateral repossessed by the Collateral Agent or the Investor, as appropriate, under or pursuant to Section 7.1 hereof 5.02, and any other Collateral whether or not so repossessed by the Collateral AgentAgent or the Investor, may as appropriate, may, subject to Section 5.04, be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent or the Investor, as appropriate, may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or the Investor, as appropriate, or after any overhaul or repair at the expense of the relevant Assignor which that the Collateral Agent or the Investor, as appropriate, shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefortherefore, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Grantor or any nominee of such Assignor the Grantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's or the Investor's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in two newspapers in general circulation in New York City. To the extent permitted by any such requirement of law, the Collateral Agent or the Investor, as appropriate, may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 5.03 without accountability to the relevant AssignorGrantor (except to the extent of surplus money received as provided in Section 5.05). If, under mandatory requirements of applicable law, the Collateral Agent or the Investor, as appropriate, shall be required to make disposition of the Collateral within a period of time which that does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent or the Investor, as appropriate, need give such Assignor the Grantor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the First-Lien Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the First-Lien Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the First-Lien Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the First-Lien Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the First-Lien Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The First-Lien Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the First-Lien Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the First-Lien Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the First-Lien Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.
Appears in 1 contract
Samples: Security Agreement (RCN Corp /De/)
Remedies; Disposition of the Collateral. If any Event of Default shall have has occurred and be is continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 6.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent mayAgent, in compliance with any mandatory requirements of applicable law, determine reasonably determines to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which Grantor that the Collateral Agent shall determine reasonably determines to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 30 days' ’ prior written notice to the relevant Assignor Grantor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 30 days after the giving of such notice, to the right of the relevant Assignor Grantor or any nominee of such Assignor Grantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 30 days' ’ prior written notice to the relevant Assignor Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 30 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 6.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.
Appears in 1 contract
Samples: Credit Agreement (Welbilt, Inc.)
Remedies; Disposition of the Collateral. If any Event Subject to the terms of Default shall have occurred and be continuingthe Intercreditor Agreement, then any Collateral repossessed by the Second-Lien Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Second-Lien Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Second-Lien Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Second-Lien Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Second-Lien Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior days written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Second-Lien Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedSecond-Lien Collateral Agent. To the extent permitted by any such requirement of law, the Second-Lien Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Second-Lien Collateral Agent shall be required to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Second-Lien Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.
Appears in 1 contract
Samples: Security Agreement (EnerSys)
Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms and upon such notice as the Collateral Agent may, in compliance with any mandatory requirements of applicable lawlaw (including the UCC), determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such AssignorGrantor's expense.
Appears in 1 contract
