Use and Transfer of Pledged Assets Sample Clauses

Use and Transfer of Pledged Assets. (i) Pursuant to the provisions of Article 356 of the Law, to the extent the Pledgee has not delivered a Default Notice (as defined in Clause Seventh below) to the Pledgor, the Pledgor shall be entitled to (x) use its Pledged Assets in the ordinary course of business and according to their nature; (y) transfer or otherwise dispose of its Pledged Assets in the ordinary course of business and to the extent not in violation of the Second Priority Indenture or the other Second Priority Documents and, upon any such transfer or disposition, the Security Interest over the portion of the Pledged Assets so transferred or disposed shall cease and be released as provided in the Second Priority Indenture and other Second Priority Documents; provided, however, that the proceeds or assets received by the Pledgor in consideration of any such transfer or disposition shall automatically become part of the Pledged Assets; and (z) collect and receive any and all payments, distributions or any other consideration arising from or relating to its Pledged Assets and use the proceeds from any transfer or disposition of its Pledged Assets in the ordinary course of business, in each case, only to the extent not in violation of the Second Priority Indenture or the other Second Priority Documents; further provided, that such payments, distributions and other consideration shall automatically become part of the Pledged Assets. The Pledgor shall maintain the Equipment and the Inventory in good operating and physical condition and make all necessary repairs and replacements thereto to maintain the value and operating efficiency of such Equipment and Inventory, ordinary wear and tear excepted. Upon delivery by the Pledgee of a Default Notice (as defined in Clause Seventh below) to the Pledgor, all rights of the Pledgor under this section (a) (i) shall automatically cease, and the Pledgee may follow the foreclosure procedure set forth in Clause Sixth below.
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Use and Transfer of Pledged Assets. Pursuant to the provisions of Article 356 of the Law, to the extent that the Pledgee has not delivered a Default Notice to the Pledgor, the Pledgor shall be entitled to (i) use the Pledged Assets in compliance with the Indenture and the other Transaction Documents; (ii) transfer or otherwise dispose of its Pledged Assets only in a Permitted Transfer; provided, however that the proceeds or assets received by the Pledgor in consideration of any such Permitted Transfer shall become part of the Pledged Assets unless the Indenture or the other Transaction Documents otherwise provide; and (iii) collect and receive any and all payments, distributions or any other consideration arising from or relating to the Pledged Assets, in each case, only to the extent that any such action does not result (or could not reasonably be expected to result) in a violation, breach of or a conflict with the terms and conditions of the Indenture or the other Transaction Documents. In consideration for any Permitted Transfer of any of the Pledged Assets: the Pledgor shall immediately, but in any event no later than 5 (five) Business Days after the Pledgee has made such request in writing, provide to the Pledgee any and all reasonable information regarding the Pledged Assets requested from time to time by the Pledgee. Following the occurrence and continuance of an Event of Default, all rights of the Pledgor under this section (a) shall automatically cease, and the Pledgee may follow the foreclosure procedure set forth in Clause Seventh.
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Related to Use and Transfer of Pledged Assets

  • Transfer of Pledged Securities All certificates or instruments representing or evidencing the Pledged Securities shall be delivered to and held pursuant hereto by the Administrative Agent or a Person designated by the Administrative Agent and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect the pledge of the Pledged Securities to the Administrative Agent. Notwithstanding the preceding sentence, at the Administrative Agent’s discretion, all Pledged Securities must be delivered or transferred in such manner as to permit the Administrative Agent to be a “protected purchaser” to the extent of its security interest as provided in Section 8.303 of the UCC (if the Administrative Agent otherwise qualifies as a protected purchaser). During the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice, to transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Pledged Securities, subject only to the revocable rights of the relevant Grantor specified in Section 6.03. In addition, during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

  • Transfers of Pledged Collateral No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except as permitted by the Credit Agreement.

  • Retention of Pledged Collateral To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence of an Event of Default, the Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have accepted or retained any Pledged Collateral in satisfaction of any Secured Obligations for any reason.

  • Release of Pledged Collateral The Administrative Agent may release any of the Pledged Collateral from this Pledge Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released or substituted.

  • Description of Pledged Collateral (a) The Pledged Collateral is described as follows and on any separate schedules at any time furnished by Pledgor to Secured Party (which schedules are hereby deemed part of this Agreement):

  • Certain Sales of Pledged Collateral (a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Collateral Agent shall have no obligation to engage in public sales.

  • Sale of Pledged Collateral Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section and without notice, the Administrative Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law, any holder of the Secured Obligations may in such event bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed postage prepaid to such Pledgor in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten (10) days before the time of such sale. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

  • DEFINITION OF PLEDGED PROPERTY For the purpose of securing prompt and complete payment and performance by the Company of all of the Obligations, the Company unconditionally and irrevocably hereby grants to the Secured Party a continuing security interest in and to, and lien upon, the following Pledged Property of the Company:

  • Release of Pledged Shares from Pledge Upon the payment of all amounts due to the Pledgee under the Convertible Debentures by repayment in accordance with the terms of the Note, the parties hereto shall notify the Escrow Agent to such effect in writing. Upon receipt of such written notice for payment of the amounts due to the Pledgee under the Convertible Debentures, the Escrow Agent shall return to the Pledgor the Transfer Documents and the certificates representing the Pledged Shares, (collectively the "Pledged Materials"), whereupon any and all rights of Pledgee in the Pledged Materials shall be terminated. Notwithstanding anything to the contrary contained herein, upon full payment of all amounts due to the Pledgee under the Convertible Debentures, by repayment in accordance with the terms of the Note, this Agreement and Pledgee's security interest and rights in and to the Pledged Shares shall terminate.

  • Disposition of Pledged Interests by Agent None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration. Each Grantor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner.

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