Uniform Commercial Code. The Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Agent, the Borrower shall assemble the Collateral and make it available to the Agent, at a place designated by the Agent. The Agent or its agents may without notice from time to time enter upon the Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent with respect to the Collateral that is sent by regular mail, postage prepaid, to the Borrower at the address set forth in Section 9.1 (Notices), or such other address of the Borrower that may from time to time be shown on the Agent’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent may be unable to effect a public sale of all or a part of the Collateral consisting of investment property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 2 contracts
Sources: Financing and Security Agreement (Dcap Group Inc), Financing and Security Agreement (Dcap Group Inc)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in Section 9.1 (Notices), or such other address of the Borrower that which may from time to time be shown on the AgentLender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 2 contracts
Sources: Loan and Security Agreement (Celsion Corp), Loan and Security Agreement (Xybernaut Corp)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower Debtor shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the BorrowerDebtor’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower Debtor at the address set forth in Section 9.1 7.1 (Notices), or such other address of the Borrower that Debtor which may from time to time be shown on the AgentLender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerDebtor. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower Debtor agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower Debtor recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower Debtor covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 2 contracts
Sources: Security Agreement (Liquidity Services Inc), Security Agreement (Liquidity Services Inc)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower Borrowers shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the any Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in Section 9.1 8.1 (Notices), or such other address of the Borrower that Borrowers which may from time to time be shown on the AgentLender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerBorrowers. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees Borrowers agree to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes Borrowers recognize that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants Borrowers covenant and agrees agree to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 2 contracts
Sources: Financing and Security Agreement (Argan Inc), Financing and Security Agreement (Versar Inc)
Uniform Commercial Code. The Administrative Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative Agent, the Borrower Borrowers shall assemble the Collateral and make it available to the Administrative Agent, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative Agent. The Administrative Agent or its agents may without notice from time to time enter upon the any Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in Section 9.1 (Notices), or such other address of the Borrower that Borrowers which may from time to time be shown on the Administrative Agent’s 's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerBorrowers. The Administrative Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees Borrowers agree to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes Borrowers recognize that the Administrative Agent may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Subsidiary Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants Borrowers covenant and agrees agree to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 2 contracts
Sources: Financing and Security Agreement (Walbro Corp), Financing and Security Agreement (Walbro Corp)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable LawsUCC. Upon demand by the AgentLender, the Borrower shall assemble the UCC Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the Borrower’s premises to take possession of the UCC Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the UCC Collateral that which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in Section 9.1 (Notices), or such other address of the Borrower that which may from time to time be shown on the AgentLender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement Security Instrument shall require the Agent Lender to give any notice not required by applicable Lawslaws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the UCC Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the UCC Collateral consisting of investment property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amendedamended (the “1933 Act”), and other applicable Federal federal and state Lawslaws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws laws and may, for example, at any sale of the UCC Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Lawslaws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the UCC Collateral consisting of securities so sold.
Appears in 2 contracts
Sources: Mortgage and Security Agreement, Mortgage and Security Agreement (CNL Healthcare Trust, Inc.)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower Borrowers shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the any Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in Section 9.1 8.1 (Notices), or such other address of the Borrower that Borrowers which may from time to time be shown on the Agent’s Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerBorrowers. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees Borrowers agree to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes Borrowers recognize that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants Borrowers covenant and agrees agree to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Sources: Financing and Security Agreement (Spacehab Inc \Wa\)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower shall assemble the Collateral and make it available to the AgentLender, at a place designated by Lender. Subject to the Agent. The Agent terms of any applicable leases, Lender or its agents may without notice from time to time enter upon the Borrower’s 's or MXL's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower or MXL at the address set forth in Section 9.1 (Notices), or such other address of the Borrower that or MXL which may from time to time be shown on the Agent’s Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerBorrower of MXL, as applicable. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees and MXL agree to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower and MXL each recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Sources: Financing and Security Agreement (Gp Strategies Corp)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower Borrowers shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the Borrower’s Borrowers' premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in Section 9.1 (Notices)ARTICLE 8 of this Agreement, or such other address of the Borrower that Borrowers which may from time to time be shown on the Agent’s Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerBorrowers. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees Borrowers agree to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes Borrowers recognize that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants Borrowers covenant and agrees agree to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Sources: Financing and Security Agreement (Clean Towel Service Inc)
Uniform Commercial Code. The Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Agent, the Borrower shall assemble the Collateral and make it available to the Agent, at a place designated by the Agent. The Agent or its agents may without notice from time to time enter upon the Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. At the Agent's direction, the Borrower shall cease to process, prepare for sale, sell or otherwise dispose of the Collateral. Any written notice of the sale, disposition or other intended action by the Agent with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower at the its respective address set forth in Section 9.1 (Notices)of this Agreement, or such other address of the Borrower that which may from time to time be shown on the Agent’s 's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent to give any notice not required by applicable LawsLaws or not required by the specific terms of this Agreement. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities Securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent that they are purchasing such securities Securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent may request from time to time and as may be necessary to offer and/or sell the securities Securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities Securities so sold.
Appears in 1 contract
Sources: Financing and Security Agreement (Reunion Industries Inc)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in Section 9.1 (Notices)8.1 of this Agreement, or such other address of the Borrower that which may from time to time be shown on the Agent’s Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Sources: Financing and Security Agreement (Pec Solutions Inc)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon the occurrence and during the continuation of a Default, to the extent permitted under applicable law, upon demand by the AgentLender, the Borrower Obligors shall assemble the Collateral and make it available to the Agent, Lender at a place designated by the AgentLender. The Agent or its agents Upon the occurrence and during the continuation of a Default, the Lender may without notice from time to time enter upon the Borrower’s any Obligor's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Upon the occurrence and during the continuation of a Default, at the Lender's direction, the Obligors shall cease to process, prepare for sale, sell or otherwise dispose of the Collateral. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower Obligors at the address set forth in Section 9.1 8.1 (Notices)) of this Agreement, or such other address of the Borrower that Obligors which may from time to time be shown on the Agent’s Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerObligors. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees Obligors agree to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes Obligors recognize that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants Obligors covenant and agrees agree to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower Borrowers shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the any Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in Section 9.1 (Notices), or such other address 8.1 of the Borrower that may from time to time be shown on the Agent’s recordsthis Agreement, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerBorrowers. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Sources: Financing and Security Agreement (Kimberton Enterprises Inc)
Uniform Commercial Code. The Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Agent, the Borrower Borrowers shall assemble the Collateral and make it available to the Agent, at a place designated by the Agent. The Agent or its agents may without notice from time to time enter upon the any Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in Section 9.1 (Notices), or such other address of the Borrower that Borrowers which may from time to time be shown on the Agent’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerBorrowers. The Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees Borrowers agree to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes Borrowers recognize that the Agent may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants Borrowers covenant and agrees agree to do or cause to be done promptly all such acts and things as the Agent may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in Section 9.1 8.1 (Notices), or such other address of the Borrower that which may from time to time be shown on the AgentLender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Sources: Financing and Security Agreement (Liquidity Services Inc)
Uniform Commercial Code. The Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Agent, the Borrower shall assemble the Collateral and make it available to the Agent, at a place designated by the Agent. The Agent or its agents may without notice from time to time enter upon the Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in Section 9.1 12.1 (Notices), or such other address of the Borrower that which may from time to time be shown on the Agent’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Sources: Loan and Security Agreement (Sunrise Senior Living Inc)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in Section 9.1 11.1 (Notices), or such other address of the Borrower that which may from time to time be shown on the AgentLender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Sources: Loan and Security Agreement (Sunrise Senior Living Inc)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower Borrowers shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the each Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower Company at the address set forth in Section 9.1 (Notices)ARTICLE 8 of this Agreement, or such other address of the Borrower that Company which may from time to time be shown on the Agent’s Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerBorrowers. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees Borrowers agree to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes Borrowers recognize that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants Borrowers covenant and agrees agree to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Sources: Financing and Security Agreement (Dispatch Management Services Corp)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable LawsUCC. Upon demand by the AgentLender, the Borrower shall assemble the UCC Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the Borrower’s premises to take possession of the UCC Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the UCC Collateral that which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in Section 9.1 (Notices), or such other address of the Borrower that which may from time to time be shown on the AgentLender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement Security Instrument shall require the Agent Lender to give any notice not required by applicable Lawslaws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the UCC Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The If and to the extent any UCC Collateral consists of securities, Borrower recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the UCC Collateral consisting of investment property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Lawslaws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws laws and may, for example, at any sale of the UCC Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Lawslaws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the UCC Collateral consisting of securities so sold.
Appears in 1 contract
Sources: Deed to Secure Debt and Security Agreement (CNL Healthcare Trust, Inc.)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that is sent by regular mail, postage prepaid, to the Borrower at the address set forth in Section 9.1 (Notices)8.1 of this Agreement, or such other address of the Borrower that may from time to time be shown on the Agent’s Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. At the Lender's direction, the Borrower shall cease to process, prepare for sale, sell or otherwise dispose of the Collateral. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower at the address their respective addresses set forth in Section 9.1 (Notices)8.1 of this Agreement, or such other address of the Borrower that which may from time to time be shown on the Agent’s Lender's records, at least ten (10) days prior to such sale, ,disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable LawsLaws or not required by the specific terms of this Agreement. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other 109 disposition of the Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities Securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities Securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities Securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities Securities so sold.
Appears in 1 contract
Sources: Financing and Security Agreement (Chatwins Group Inc)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon the occurrence and during the continuation of a Default, to the extent permitted under applicable law, upon demand by the AgentLender, the Borrower Obligors shall assemble the Collateral and make it available to the Agent, Lender at a place designated by the AgentLender. The Agent or its agents Upon the occurrence and during the continuation of a Default, the Lender may without notice from time to time enter upon the Borrowerany Obligor’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Upon the occurrence and during the continuation of a Default, at the Lender’s direction, the Obligors shall cease to process, prepare for sale, sell or otherwise dispose of the Collateral. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower Obligors at the address set forth in Section 9.1 8.1 (Notices)) of this Agreement, or such other address of the Borrower that Obligors which may from time to time be shown on the AgentLender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerObligors. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees Obligors agree to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes Obligors recognize that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants Obligors covenant and agrees agree to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Sources: Financing and Security Agreement (Optelecom-Nkf, Inc.)
Uniform Commercial Code. The Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Agent, the Borrower Borrowers shall assemble the Collateral and make it available to the Agent, at a place designated by the Agent. The Agent or its agents may without notice from time to time enter upon the any Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in Section 9.1 (Notices), or such other address of the Borrower that Borrowers which may from time to time be shown on the Agent’s 's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerBorrowers. The Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees Borrowers agree to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes Borrowers recognize that the Agent may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants Borrowers covenant and agrees agree to do or cause to be done promptly all such acts and things as the Agent may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in Section 9.1 8.1 (Notices), or such other address of the Borrower that which may from time to time be shown on the Agent’s Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Uniform Commercial Code. The Agent Beneficiary shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable LawsUCC. Upon demand by the AgentBeneficiary, the Borrower Trustor shall assemble the UCC Collateral and make it available to the AgentBeneficiary, at a place designated by the AgentBeneficiary. The Agent Beneficiary or its agents may without notice from time to time enter upon the BorrowerTrustor’s premises to take possession of the UCC Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Beneficiary with respect to the UCC Collateral that which is sent by regular mail, postage prepaid, to the Borrower Trustor at the address set forth in Section 9.1 (Notices), or such other address of the Borrower that Trustor which may from time to time be shown on the AgentBeneficiary’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerTrustor. The Agent Beneficiary may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement Security Instrument shall require the Agent Beneficiary to give any notice not required by applicable Lawslaws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the UCC Collateral, the Borrower Trustor agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower Trustor recognizes that the Agent Beneficiary may be unable to effect a public sale of all or a part of the UCC Collateral consisting of investment property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Lawslaws. The Agent Beneficiary may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws laws and may, for example, at any sale of the UCC Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Beneficiary that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower Trustor covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Beneficiary may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Lawslaws. Upon any such sale or disposition, the Agent Beneficiary shall have the right to deliver, assign and transfer to the purchaser thereof the UCC Collateral consisting of securities so sold.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (Arv Assisted Living Inc)
Uniform Commercial Code. The Agent Beneficiary shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable LawsUCC. Upon demand by the AgentBeneficiary, the Borrower Trustor shall assemble the UCC Collateral and make it available to the AgentBeneficiary, at a place designated by the AgentBeneficiary. The Agent Beneficiary or its agents may without notice from time to time enter upon the Borrower’s Trustor's premises to take possession of the UCC Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Beneficiary with respect to the UCC Collateral that which is sent by regular mail, postage prepaid, to the Borrower Trustor at the address set forth in Section 9.1 (Notices), or such other address of the Borrower that Trustor which may from time to time be shown on the Agent’s Beneficiary's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerTrustor. The Agent Beneficiary may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement Security Instrument shall require the Agent Beneficiary to give any notice not required by applicable Lawslaws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the UCC Collateral, the Borrower Trustor agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower Trustor recognizes that the Agent Beneficiary may be unable to effect a public sale of all or a part of the UCC Collateral consisting of investment property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Lawslaws. The Agent Beneficiary may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws laws and may, for example, at any sale of the UCC Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Beneficiary that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower Trustor covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Beneficiary may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Lawslaws. Upon any such sale or disposition, the Agent Beneficiary shall have the right to deliver, assign and transfer to the purchaser thereof the UCC Collateral consisting of securities so sold.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (Arv Assisted Living Inc)
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable LawsUCC. Upon demand by the AgentLender, the Borrower shall assemble the UCC Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the Borrower’s premises to take possession of the UCC Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the UCC Collateral that which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in Section 9.1 (Notices), or such other address of the Borrower that which may from time to time be shown on the AgentLender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement Security Instrument shall require the Agent Lender to give any notice not required by applicable Lawslaws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the UCC Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The If and to the extent any UCC Collateral consists of securities, Borrower recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the UCC Collateral consisting of investment property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Lawslaws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws laws and may, for example, at any sale of the UCC Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Lawslaws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the UCC Collateral consisting of securities so sold.. Synovus/CHT Acworth GA Owner, LLC 22996-41
Appears in 1 contract
Uniform Commercial Code. The Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentAgent after acceleration of the Obligations under Section 7.2.1, the Borrower Borrowers shall assemble the Collateral and make it available to the Agent, at a place designated by the Agent. The Agent or its agents may without notice after acceleration of the Obligations under Section 7.2.1, from time to time enter upon the any Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in Section 9.1 (Notices)of this Agreement, or such other address of the Borrower that Borrowers which may from time to time be shown on the Agent’s 's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowerBorrowers. The Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees Borrowers agree to execute all such applications and other instruments, and to take all other action, as may be required in 149 connection with securing any such consent, approval or authorization. The Borrower recognizes Borrowers recognize that the Agent may be unable to effect a public sale of all or a part of the Collateral consisting of investment property Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants Borrowers covenant and agrees agree to do or cause to be done promptly all such acts and things as the Agent may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract
Uniform Commercial Code. The Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the AgentLender, the Borrower shall assemble the Collateral and make it available to the AgentLender, at a place designated by the AgentLender. The Agent Lender or its agents may without notice from time to time enter upon the Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Agent Lender with respect to the Collateral that which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in Section 9.1 (Notices)8.1 of this Agreement, or such other address of the Borrower that which may from time to time be shown on the Agent’s Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of investment property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Agent Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner that which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.
Appears in 1 contract