Sale of Collateral, Etc Sample Clauses

Sale of Collateral, Etc. No Pledgor will (i) sell, assign, transfer, convey, or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral, except for the lien and security interest created by this Agreement.
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Sale of Collateral, Etc. Unless this Note is simultaneously prepaid in accordance with its terms or the Holder gives its prior written consents to such transaction, no Maker will, directly or indirectly, (A) sell, assign, transfer, convey or otherwise dispose of, or grant any option with respect to, any of the Collateral (as defined in the Pledge Agreement), except as currently set forth in the Partnership Agreement (as defined in the Pledge Agreement), or (B) create or permit to exist any Lien (as defined in the Pledge Agreement) upon or with respect to any of the Collateral, except for the lien and security agreement created by the Pledge Agreement or (C) do anything or suffer to exist anything, or omit to do anything or suffer to exist any omission which would cause the value of the Collateral to diminish in such a way as to have a material adverse effect on the Holder or on its rights in respect of this Note, the Pledge Agreement or the Collateral, including, without limitation, any dilution of the partnership interests, except as currently set forth in the Partnership Agreement. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply to (I) any transfer of any interest in any Maker to an entity all of the outstanding voting equity interests of which are owned, directly or indirectly, by Westfield Holdings Limited or (II) any transfer of any shares of stock of Westfield Holdings Limited; PROVIDED that the Makers shall give the Holder at least 10 days' prior written notice of any such transfer under clause (i) above and shall execute and deliver to the Holder such documents as the Holder may reasonably request in connection therewith.
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Sale of Collateral, Etc. Holdings will not, and will not permit any Credit Party to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease, charter or otherwise dispose of all or any part of the Collateral, except that:
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Sale of Collateral, Etc. (a) No Pledgor will (i) sell, assign, transfer, convey, or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral, except for the lien and security interest created by this Agreement. (b) Without the prior written consent of the Pledgee, Entree will not, and Anderson will insure that Enxxxx xxxs not, do any of the following: amend, cancel, terminate or otherwise modify the Red Tulip Operating Agreement; give any consent, waiver or other approval thereunder; waive any default under or breach of the Red Tulip Operating Agreement; designate Managers (as such term is defined in the Red Tulip Operating Agreement) of Red Tulip other than Entree and Anderson; or take any other xxxxxx xn connection with such agreement or the LLC Interest that would materially impair the value of the interests or rights of any Pledgor thereunder or with respect thereto. (c) Notwithstanding the foregoing clause (b), Entree may, without the prior written consent of the Pledgee, cause Red Tulip to incur indebtedness and in connection with such indebtedness to cause to be executed and delivered by Red Tulip a mortgage on the real estate property owned by Red Tulip, known as 419-421 Broome Street, New Yxxx, Xxx Xxxx, xxxxxxxx such loan, provided that the proceeds from such loan are used by Red Tulip exclusively for the purpose of making improvements to such property. 6.2
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Sale of Collateral, Etc. Following the occurrence of an Event of Default, any of the Holders may sell, assign, and deliver the whole or any part of the Collateral, as more fully described in the Security Agreement. Following the occurrence of an Event of Default, any of the Holders are empowered to collect or cause to be collected or otherwise to be converted into money all or any part of the Collateral, by suit or otherwise, and to surrender, compromise, release, renew, extend, exchange or substitute any item of the Collateral in transactions with the Company or any third party, irrespective of any assignment thereof by the Company, and without prior notice to or consent of the Company or any assignee.
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Related to Sale of Collateral, Etc

  • Sale of Collateral Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

  • Release of Collateral, etc Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Liabilities;

  • Defense of Collateral, Etc The Company shall defend and enforce its right, title and interest in and to any part of: (a) the Pledged Property; and (b) if not included within the Pledged Property, those assets and properties whose loss could have a Material Adverse Effect, the Company shall defend the Secured Party's right, title and interest in and to each and every part of the Pledged Property, each against all manner of claims and demands on a timely basis to the full extent permitted by applicable law.

  • Additional Collateral, etc (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

  • Application of Collateral Proceeds The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Secured Party at the time of, or received by Secured Party after, the occurrence of an Event of Default) shall be paid to and applied as follows:

  • Distribution of Collateral Proceeds In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:

  • Location of Collateral All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrowers at the business locations set forth in Schedule 8.6.1, except that Borrowers may (a) make sales or other dispositions of Collateral in accordance with Section 10.2.6; and (b) move Collateral to another location in the United States, upon 30 Business Days prior written notice to Agent.

  • Valuation of Collateral Securities Intermediary shall provide view only access to its systems to Secured Party for the purpose of communicating data as to the Reserve Account as of that date.

  • Return of Collateral The Collateral shall be returned to Borrower at the termination of the Loan upon the return of the Loaned Securities by Borrower to State Street in accordance with the applicable Securities Loan Agreement.

  • Disposition of Collateral Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.

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