Disposition of Collateral. During the continuance of an Event of Default, without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneys), without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; (ii) collect, receive, appropriate and realize upon any Collateral; (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and (iv) sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, shall have the right, upon any such public sale or sales and, to the extent permitted by the Code and other Requirements of Law, upon any such private sale or sales, to purchase or license the whole or any part of the Collateral so sold or licensed, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. The Collateral Agent, as representative of all Lenders and other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateral.
Appears in 7 contracts
Samples: Loan Agreement (UroGen Pharma Ltd.), Loan Agreement (Collegium Pharmaceutical, Inc), Guaranty and Security Agreement (Global Blood Therapeutics, Inc.)
Disposition of Collateral. During Any Collateral repossessed by the continuance Agent under or pursuant to Section 5.1 and any other Collateral whether or not so repossessed by the Agent may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an Event entirety, and without the necessity of Defaultgathering at the place of sale the property to be sold, without limiting and in general in such manner, at such time or times, at such place or places and on such terms as the generality Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the foregoingCollateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Agent or after any overhaul or repair which the Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than ten (10) days’ written notice to the Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the ten (10) days after the giving of such notice, to the right of the Debtor or any nominee of the Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than ten (10) days’ written notice to the Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the option of the Agent, be subject to reserve), after publication at least once in The New York Times not less than ten (10) days prior to the date of sale. If The New York Times is not then being published, publication may be made in lieu thereof in any newspaper then being circulated in the City of New York, New York, as the Agent may elect. All requirements of reasonable notice under this Section 5.2 shall be met if such notice is mailed, postage prepaid at least ten (personally 10) days before the time of such sale or through disposition, to the Debtor at its agents address set forth herein or attorneys)such other address as the Debtor may have, in writing, provided to the Agent. The Agent may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without demand of performance or other demand, presentment, protest, advertisement or being required to give a new notice of any kind (except any notice required by Requirements sale. The proceeds realized from the sale of Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): (i) enter upon the premises where any Collateral is locatedshall be applied as follows: first, without any obligation to pay rentthe reasonable costs, through self-helpexpenses and attorneys’ fees and expenses incurred by Agent for collection and for acquisition, without judicial processcompletion, without first obtaining a final judgment or giving Grantor or any other Person notice or opportunity for a hearing on protection, removal, storage, sale and delivery of the Collateral Agent’s or any Lender’s claim or action; (ii) collect, receive, appropriate and realize upon any Collateral; (iii) storesecond, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and (iv) sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations to do interest due on any of the foregoing), in one or more parcels at public or private sale or sales, at Obligations and any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms fees payable under this Agreement; and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, shall have the right, upon any such public sale or sales andthird, to the extent permitted by the Code and other Requirements of Law, upon any such private sale or sales, to purchase or license the whole or any part principal of the Collateral so sold or licensed, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. The Collateral Agent, as representative of all Lenders and other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such saleObligations. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateraldeficiency shall arise, the Collateral Debtor shall remain liable to Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the CollateralLenders therefor.
Appears in 4 contracts
Samples: Company General Security Agreement (Acura Pharmaceuticals, Inc), Company General Security Agreement (Acura Pharmaceuticals, Inc), Company General Security Agreement (Acura Pharmaceuticals, Inc)
Disposition of Collateral. During the continuance of an Event of Default, without Without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneysacting at the direction of the Administrative Agent) may, to the extent permitted under all requirements of applicable Laws and subject to the last sentence of this Section 5.1(b), without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law referred to belowapplicable Laws) to or upon any Grantor Wholly Owned Holdco Guarantor, or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): waived to the maximum extent permitted by applicable Laws), upon the occurrence and during the continuation of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving Grantor any Wholly Owned Holdco Guarantor or any other Person notice or of opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; , (ii) collect, receive, appropriate and realize upon any Collateral; Collateral and (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner upon ten (10) Business Days’ prior notice to the extent Wholly Owned Holdco Guarantors, specifying the Collateral Agent deems appropriate; time and (iv) place of any public sale, or the time after which any private sale is to be made, sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations Contractual Obligations to do any of the foregoing), ) in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may upon commercially reasonable terms deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the Code UCC and other Requirements requirements of Lawapplicable Laws, upon any such private sale or salessale, to purchase or license the whole or any part of the Collateral so sold or licensedsold, free of any right or equity of redemption of any Grantoreach Wholly Owned Holdco Guarantor, which right or equity is hereby waived and released. The Collateral Agent, as representative of all Lenders and other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateral.
Appears in 3 contracts
Samples: Guaranty and Security Agreement (Sunrun Inc.), Guaranty and Security Agreement (Sunrun Inc.), Guaranty and Security Agreement (Sunrun Inc.)
Disposition of Collateral. During the continuance of an Event of Default, without Without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneys)may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice as required by Requirements of Law referred to belowapplicable law) to or upon any Grantor Guarantor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived): waived to the extent permitted by applicable law), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment in a court of competent jurisdiction or giving Grantor any Guarantor or any other Person person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; , (ii) collect, receive, appropriate appropriate, remove and realize upon any Collateral; Collateral or store the Collateral on the premises, (iii) store, process, repair Transfer or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and (iv) sell, assign, license out, convey, transfer, grant an option or options to purchase or license and deliver all or any part of any Collateral (or and enter into contractual obligations to do any of the foregoing), in one or more parcels at a public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskrisk and (iv) apply the proceeds from any disposition of the Collateral to the Obligations in accordance with Section 8.4 of the Loan Agreement. Notwithstanding the foregoing, the Agent’s rights under this paragraph are subject to the applicable limitations under federal law and regulations. The Collateral Agent, on behalf of Lenders and the other Secured Parties, Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the Code UCC and other Requirements applicable requirements of Lawlaw, upon any such private sale or salessale, to purchase or license the whole or any part of the Collateral so sold or licensedsold, free of any right or equity of redemption of any GrantorGuarantor, which right or equity is hereby waived and released. The Collateral Agent, as representative of all Lenders and other Secured Parties, shall be entitled, for Each Guarantor agrees that any notice that Agent is required to give to a Guarantor under the purpose of bidding and making settlement or payment UCC of the purchase price for all time and place of any public sale or the time after which any portion private sale or other intended disposition of the Collateral sold at any is to be made shall be deemed to constitute reasonable notice if such sale made notice is given in accordance with the Code, this Agreement at least ten (10) days prior to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateralaction.
Appears in 3 contracts
Samples: Pledge and Security Agreement, Guaranty, Pledge and Security Agreement (Peplin Inc), Guaranty, Pledge and Security Agreement (Peplin Inc)
Disposition of Collateral. During the continuance of an Event of Default, without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneys), without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): (i) enter upon the premises where any Collateral is locatedLender may, without any obligation to pay rentdemand, through self-helpadvertising or notice, without judicial process, without first obtaining a final judgment all of which each Loan Party Obligor hereby waives (except as the same may be required by the UCC or giving Grantor other applicable law and is not waivable under the UCC or any such other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; (ii) collect, receive, appropriate and realize upon any Collateral; (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and (iv) sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations to do any of the foregoingapplicable law), at any time or times in one or more parcels public or private sales or other dispositions, for cash, on credit or otherwise, at such prices and upon such terms as determined by Lender (provided such price and terms are commercially reasonable within the meaning of the UCC to the extent such sale or other disposition is subject to the UCC requirements that such sale or other disposition must be commercially reasonable), (A) sell, lease, license or otherwise dispose of any and all Collateral, or (B) deliver and grant options to a third party to purchase, lease, license or otherwise dispose of any and all Collateral. Lender may sell, lease, license or otherwise dispose of any Collateral in its then-present condition or following any preparation or processing deemed necessary by Lender in its reasonable discretion. To the extent permitted by applicable law, Lender may be the purchaser at any such public or private sale or salesother disposition of Collateral, at any exchange, broker’s board or office of the Collateral Agent or any and in such case Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, shall have the right, upon any such public sale or sales and, to the extent permitted by the Code and other Requirements of Law, upon any such private sale or sales, to purchase or license the whole or any part of the Collateral so sold or licensed, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. The Collateral Agent, as representative of all Lenders and other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or make payment of the purchase price for all or any portion of the Collateral sold at purchase price therefor by the application of all or any such sale made in accordance with the Code, to use and apply any portion of the Secured Obligations as a credit on account of due to Lender to the purchase price for payable in connection with such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any public sale of any Collateral payable from time to time by an announcement at the Collateral Agent on behalf time and place of Lenders the sale to be so postponed or adjourned without being required to give a new notice of sale or disposition, provided, however, that Lender shall provide the applicable Loan Party Obligor with written notice of the time and the other Secured Parties, at place of such postponed or adjourned sale. If Each Loan Party Obligor hereby acknowledges and agrees that Lender’s compliance with any requirements of applicable law in connection with a sale, lease, license or other disposition of Collateral will not be considered to adversely affect the Collateral Agent on behalf commercial reasonableness of any Lender sells any sale, lease, license or other disposition of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateral.
Appears in 3 contracts
Samples: Loan and Security Agreement (Janel Corp), Loan and Security Agreement (Janel Corp), Loan and Security Agreement (Janel Corp)
Disposition of Collateral. During the continuance of an Event of Default, without Without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneysor, upon the written direction of the Requisite Lenders, shall), without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): ), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; , (ii) collect, receive, appropriate and realize upon any Collateral; Collateral and (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and (iv) sell, assign, license out, convey, transferSell, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations Contractual Obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may reasonably deem advisable and at such prices as it may reasonably deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the Code UCC and other applicable Requirements of Law, upon any such private sale or salessale, to purchase or license the whole or any part of the Collateral so sold or licensedsold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. The Collateral Agent, as representative of all Lenders and other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statue now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral 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 in accordance with at the Code, time and place to use and apply which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the Secured Obligations as a credit on account of the purchase price for like. Each Grantor hereby waives any Collateral payable by claims against the Collateral Agent on behalf arising by reason of Lenders and the other Secured Partiesfact that the price at which any Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale, at such sale. If even if the Collateral Agent on behalf of any Lender sells any of accepts the first offer received and does not offer such Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateralmore than one offered.
Appears in 2 contracts
Samples: Collateral Agreement (Cit Group Inc), Lease Agreement (Cit Group Inc)
Disposition of Collateral. During the continuance of an Event of Default, without limiting the generality of the foregoing, the Collateral Agent Lender may (personally or through its agents or attorneys), without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; (ii) collect, receive, appropriate and realize upon any Collateral; (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent Lender deems appropriate; and (iv) sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent Lender or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral AgentLender, on behalf of Lenders itself and the other Secured Parties, shall have the right, upon any such public sale or sales and, to the extent permitted by the Code and other Requirements of Law, upon any such private sale or sales, to purchase or license the whole or any part of the Collateral so sold or licensed, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. The Collateral AgentLender, as representative of all Lenders and other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent Lender on behalf of Lenders itself and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent Lender may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an no obligation to marshal any of the Collateral.
Appears in 2 contracts
Samples: Loan Agreement, Guaranty and Security Agreement (Amicus Therapeutics Inc)
Disposition of Collateral. During the continuance of an Event of Default, without Without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneysacting at the direction of the Administrative Agent) may, to the extent permitted under all requirements of applicable Laws and subject to the last sentence of this Section 6.1(b), without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law referred to belowapplicable Laws) to or upon any Grantor Wholly Owned Opco Guarantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): waived to the maximum extent permitted by applicable Laws), upon the occurrence and during the continuation of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving Grantor any Wholly Owned Opco Guarantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; , (ii) collect, receive, appropriate and realize upon any Collateral; Collateral and (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner upon ten (10) Business Days’ prior notice to the extent applicable Wholly Owned Opco Guarantor, specifying the Collateral Agent deems appropriate; time and (iv) place of any public sale, or the time after which any private sale is to be made, sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations Contractual Obligations to do any of the foregoing), ) in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may upon commercially reasonable terms deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the Code UCC and other Requirements requirements of Lawapplicable Laws, upon any such private sale or salessale, to purchase or license the whole or any part of the Collateral so sold or licensedsold, free of any right or equity of redemption of any GrantorWholly Owned Opco Guarantor, which right or equity is hereby waived and released. The Collateral Agent, as representative of all Lenders and other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateral.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Sunrun Inc.), Guaranty and Security Agreement (Sunrun Inc.)
Disposition of Collateral. During the continuance of an Event of Default, without Without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneys)may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): ), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; , (ii) collect, receive, appropriate and realize upon any Collateral; , (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; appropriate and (iv) sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the Code and other applicable Requirements of Law, upon any such private sale or salessale, to purchase or license the whole or any part of the Collateral so sold or licensed, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. The Collateral Agent, as administrative agent and representative of all Lenders and other the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral The Agent nor any Lender shall have an no obligation to marshal any of the Collateral.
Appears in 2 contracts
Samples: Guaranty and Security Agreement, Guaranty and Security Agreement (Horizon Pharma, Inc.)
Disposition of Collateral. During the continuance of an Event of Default, without Without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneys)Lender may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys): (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; (ii) collect, receive, appropriate and realize upon any Collateral; (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent Lender deems appropriate; and (iv) sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, Lender shall have the right, upon any such public sale or sales and, to the extent permitted by the Code and other Requirements applicable Requirement of Law, upon any such private sale or salessale, to purchase or license the whole or any part of the Collateral so sold or licensed, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. The Collateral Agent, as representative of all Lenders and other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateral.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (iRhythm Technologies, Inc.), Guaranty and Security Agreement (iRhythm Technologies, Inc.)
Disposition of Collateral. During the continuance of an Event of Default, without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneys), without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; (ii) collect, receive, appropriate and realize upon any Collateral; (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and (iv) sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or Agent, any Lender or other any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, Agent on behalf of itself, Lenders and the other Secured Parties, shall have the right, upon any such public sale or sales and, to the extent permitted by the Code and other Requirements of Law, upon any such private sale or salessale, to purchase or license the whole or any part of the Collateral so sold or licensed, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. The Collateral Agent, as representative of all Lenders and all other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of itself, Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender the Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the The Collateral Agent nor any Lender shall have an no obligation to marshal any of the Collateral.
Appears in 1 contract
Samples: Loan Agreement (TESARO, Inc.)
Disposition of Collateral. During the continuance of an Event of Default, without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneys), without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law referred to belowLaw) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; (ii) collect, receive, appropriate and realize upon any Collateral; (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and (iv) sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, shall have the right, upon any such public sale or sales and, to the extent permitted by the Code and other Requirements of Law, upon any such private sale or sales, to purchase or license the whole or any part of the Collateral so sold or licensed, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. The Collateral Agent, as representative of all Lenders and other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateral.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Akebia Therapeutics, Inc.)
Disposition of Collateral. During the continuance of an Event of Default, without Without limiting the generality of the foregoing, the Administrative Agent may direct the Collateral Agent to and the Collateral Agent may (personally or through its agents or attorneys)thereafter, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law referred to below) to or upon any Grantor Obligor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): ), during the continuance of any Event of Default (personally or through its agents or attorneys), to the maximum extent permitted under the Bankruptcy Code and other Applicable Law: (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving Grantor any Obligor or any other Person notice or opportunity for a hearing on the Collateral any Agent’s or any Lender’s claim or action; , (ii) collect, receive, appropriate and realize upon any Collateral; , (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and (iv) sell, assigngrant any option to purchase, license out, convey, transfer, grant option or options to purchase or license and and/or deliver any Collateral (in its then condition, or after any further manufacturing or processing thereof) (and enter into contractual obligations to do any of the foregoing), in lots or in bulk, in one or more parcels parcels, at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere elsewhere, upon such terms and conditions conditions, and at such prices, as it may deem advisable and at such prices as it may deem bestnecessary, prudent or advisable, for cash Cash or on credit or for future delivery (or any combination thereof), or without charge, and/or without assumption of any credit risk. The , and any of the foregoing may be adjourned from time to time in accordance with Applicable Law, and Collateral Agent, on behalf of Lenders and the other Secured Parties, Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the Code and other Requirements of Law, upon any such private sale or sales, right to purchase or license the whole all or any part portion of the Collateral so sold or licensed, free of any right or equity of redemption of any GrantorObligor, which right or equity is hereby waived and released. The Collateral Agent, as representative at any public or, if permitted by law, private sale and, in lieu of all Lenders and other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or actual payment of the purchase price, may credit bid and set off the amount of such price for against the Obligations, (iv) withdraw all Cash and Cash Equivalents in any Deposit Account, Commodity Account or any portion Securities Account of a Obligor and apply such Cash and Cash Equivalents and other Cash, if any, and other securities, then held by it as Collateral in satisfaction of the Collateral sold at Obligations, and (v) give notice and take sole possession and control of all amounts on deposit in or credited to any such sale made in accordance with Deposit Account, Commodity Account or Securities Account pursuant to the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateralrelated Control Agreement.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Core Scientific, Inc./Tx)
Disposition of Collateral. During the continuance of an Event of Default, without Without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneys)acting at the direction of the Administrative Agent) may, to the extent permitted under all requirements of applicable Laws and subject to the last sentence of this 0, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law referred to belowapplicable Laws) to or upon any Grantor Wholly Owned Opco Guarantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): waived to the maximum extent permitted by applicable Laws), upon the occurrence and during the continuation of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving Grantor any Wholly Owned Opco Guarantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; , (ii) collect, receive, appropriate and realize upon any Collateral; Collateral and (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner upon ten (10) Business Days’ prior notice to the extent applicable Wholly Owned Opco Guarantor, specifying the Collateral Agent deems appropriate; time and (iv) place of any public sale, or the time after which any private sale is to be made, sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations Contractual Obligations to do any of the foregoing), ) in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may upon commercially reasonable terms deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, Agent shall have the right, upon any such [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. public sale or sales and, to the extent permitted by the Code UCC and other Requirements requirements of Lawapplicable Laws, upon any such private sale or salessale, to purchase or license the whole or any part of the Collateral so sold or licensedsold, free of any right or equity of redemption of any GrantorWholly Owned Opco Guarantor, which right or equity is hereby waived and released. The Collateral Agent, as representative of all Lenders and other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateral.
Appears in 1 contract
Disposition of Collateral. During the continuance of an Event of Default, without Without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneys)may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): ), during the existence and continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; , (ii) collect, receive, appropriate and realize upon any Collateral; , (iii) storeinstruct the obligor or obligors on any agreement, process, repair instrument or recondition other obligation constituting the Collateral to make any payment required by the terms of such agreement, instrument or otherwise prepare any Collateral for disposition in any manner other obligation directly to the extent the Collateral Agent deems appropriate; and may exercise any and all remedies of such Grantor in respect of such Collateral, (iv) selllicense or sublicense, assignwhether on an exclusive or nonexclusive basis, license outany Trademarks, conveyDomain Names, transferPatents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine and (v) Sell, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations Contractual Obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the Code UCC and other applicable Requirements of Law, upon any such private sale or salessale, to purchase or license the whole or any part of the Collateral so sold or licensedsold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. The Collateral Agent, as representative of all Lenders and other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateral.
Appears in 1 contract
Disposition of Collateral. During the continuance of an Event of Default, without Without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneys)Purchaser may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice if and as required by Requirements of Law referred to belowthe UCC or other Legal Requirements) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): waived to the extent permitted by applicable Legal Requirements), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-helphelp without breach of the peace, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any LenderPurchaser’s claim or action; action except as may be required by applicable Legal Requirements, (ii) collect, receive, appropriate and realize upon any Collateral; Collateral and (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and (iv) sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations Contractual Obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party Purchaser or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, Purchaser shall have the right, upon any such public sale or sales and, to the extent permitted by the Code UCC and other Requirements of Lawapplicable Legal Requirements, upon any such private sale or salessale, to purchase or license the whole or any part of the Collateral so sold or licensedsold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released, to the extent permitted by applicable Legal Requirements. The If any notice of a proposed sale or other disposition of any Collateral Agent, as representative of all Lenders and other Secured Parties, shall be entitledrequired by law, for the purpose of bidding such notice shall be deemed reasonable and making settlement or payment of the purchase price for all or any portion of the Collateral sold proper if given in writing at any least ten (10) days before such sale made in accordance with the Code, or other disposition and such notice provides reasonable detail as to use time and apply any of the Secured Obligations as a credit on account of the purchase price place for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateral.
Appears in 1 contract
Disposition of Collateral. During the continuance of an Event of Default, without Without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneys)Lender may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law law referred to below) to or upon any Grantor the Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): ), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; (ii) collect, receive, appropriate and realize upon any Collateral; (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and (ivii) sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations any agreement, commitment or other obligation to do any of the foregoing), in one or more parcels portions at public or private sale or sales, at any exchange, broker’s board exchange or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, Lender shall have the right, upon any such public sale or sales and, to the extent permitted by the Code UCC and other Requirements of Lawapplicable Regulations, upon any such private sale or salessale, to purchase or license the whole or any part of the Collateral so sold or licensedsold, free of any right or equity of redemption of any Grantorthe Borrower, which right or equity is hereby waived and released. The Borrower acknowledges and agrees that (i) the Collateral Agentis an asset of a nature that threatens to decline speedily in value and is of a type customarily sold on a recognized market (and that the exchanges available to sell the Collateral are recognized markets), (ii) that the Collateral is also the subject to widely distributed price quotations, such as representative the Valuation Index, and (iii) as a result thereof the Lender is not required to give the Borrower any notification of all Lenders such sale or sales under the UCC and other Secured Partiesthat, shall be entitled, for given the purpose of bidding and making settlement or payment volatility of the purchase price for all or any portion price, the best way to sell it is as quickly as possible in a private sale without prior notice. The Borrower understands and agrees that (w) the value of the Collateral sold at is highly volatile so that, if the LTV Ratio of any Loan equals or exceeds the Liquidation Percentage for such sale made in accordance with Loan or if any other Event of Default occurs, the Code, to use and apply any Lender may sell all Collateral of the Secured Obligations Borrower held by the Lender immediately and without prior notice to the Borrower, (x) any transfer of Collateral, either to or from the Borrower or other parties, results in transfer fees (such as a credit on account mining fees, etc.) and that such transfer fees are the responsibility of the purchase price for any Borrower and are typically deducted directly from such Collateral payable by and reduce its value, so that, even if the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the CollateralBorrower pays all Obligations in full in cash, the Collateral Agent returned to the Borrower shall be reduced by such transfer fees, (y) it may resell not be possible to sell at the price shown in the Valuation Index at the time of the sale due to market conditions and to the time necessary to complete all steps to sell the Collateral and Grantor shall be credited with proceeds of (z) the sale. Neither Lender will use its judgment to make choices to obtain what it feels is the best price for the Collateral Agent nor any Lender shall to get the Obligations repaid and these choices will not necessarily reflect the choices the Borrower would have an obligation made to marshal any of obtain the Collateralbest value for the Collateral as a whole.
Appears in 1 contract
Disposition of Collateral. During the continuance of an Event of Default, without Without limiting the generality of the foregoing, subject to the Collateral Intercreditor Agreement, the Administrative Agent may (personally or through its agents or attorneys)may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law referred to belowapplicable law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): ), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the Collateral Administrative Agent’s or any Lender’s claim or action; , (ii) collect, receive, appropriate and realize upon any Collateral; Collateral and (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and (iv) sell, assign, license out, convey, transferSell, grant an option or options to purchase or license and deliver any Collateral (or and enter into contractual obligations Contractual Obligations SECOND LIEN GUARANTY AND SECURITY AGREEMENT WESTWOOD ONE, INC. to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, Administrative Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the Code UCC and other applicable Requirements of Law, upon any such private sale or salessale, to purchase or license the whole or any part of the Collateral so sold or licensedsold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. The Collateral AgentNotwithstanding anything to the contrary herein, as representative the Administrative Agent shall not assign or otherwise dispose of all Lenders any Trademark owned by any Grantor without assigning the assets and other Secured Parties, goodwill of the business associated therewith and any such assignment without doing so shall be entitled, for the purpose of bidding null and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateralvoid.
Appears in 1 contract
Disposition of Collateral. During the continuance of an Event of Default, without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneys), without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; (ii) collect, receive, appropriate and realize upon any Collateral; (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and (iv) sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of Lenders and the other Secured Parties, shall have the right, upon any such public sale or sales and, to the extent permitted by the Code and other Requirements of Law, upon any such private sale or sales, to purchase or license the whole or any part of the Collateral so sold or licensed, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. The Collateral Agent, as representative of all Lenders and other Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender Xxxxxx and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateral.
Appears in 1 contract
Samples: Guaranty and Security Agreement (UroGen Pharma Ltd.)
Disposition of Collateral. During In addition to all the continuance rights and remedies of an Event of Defaulta secured party under the Uniform Commercial Code, without limiting Payee shall have the generality of the foregoingright, the Collateral Agent may (personally or through its agents or attorneys), at any time and without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law referred to below) to or upon any Grantor Debtors or any other Person person (all and each of which demands, defenses, advertisements and and/or notices are hereby waived): (i) enter upon expressly waived to the premises where any Collateral is locatedextent permitted by law), without any obligation to pay rentproceed forthwith to collect, through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; (ii) collectredeem, receive, appropriate appropriate, sell, or otherwise dispose of and realize upon any Collateral; (iii) store, process, repair or recondition deliver the Collateral or otherwise prepare any Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and (iv) sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations to do any of the foregoing), part thereof in one or more parcels lots at public or private sale or sales, sales at any exchange, broker’s brokers board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices and on such terms as it Payee may deem best, . The foregoing disposition(s) may be for cash or on credit or for future delivery without assumption of any credit risk. The risk by Payee, with Payee having the right to purchase all or any part of said Collateral Agent, on behalf of Lenders and the other Secured Parties, shall have the right, upon so sold at any such public sale or sales and, to the extent permitted by the Code and other Requirements of Law, upon any such private sale or sales, to purchase public or license (if permitted under the whole or any part of the Collateral so sold or licensedUniform Commercial Code) private, free of any right or equity of redemption of any Grantorin Debtors, which right or equity is hereby expressly waived or released by Debtors. In connection with any sale or other disposition of the Collateral, Payee is hereby authorized by Debtors to complete the appropriate instrument(s) of transfer executed and releaseddelivered by Debtors with respect to the Collateral in such manner as Payee shall deem appropriate to effectuate such sale or other disposition. The Collateral AgentAll of Payee's rights and remedies, as representative of all Lenders and other Secured Partiesincluding, but not limited to, the foregoing, shall be entitledcumulative and not exclusive and shall be enforceable alternatively, for successively or concurrently, as Payee may deem expedient. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all reasonable costs and expenses of every kind incurred relative thereto or incidental to the purpose care, safekeeping or otherwise of bidding any and making settlement all Collateral or in any way relating to the rights of Payee hereunder (including, without limitation, appraisal, accountants' and attorneys' fees and legal expenses) shall be applied first to the satisfaction of the Obligations (in such order as Payee may elect) and then to the payment of the purchase price for all or any portion other amounts required by applicable law, including Section 9- 504(1)(c) of the Collateral sold at any such sale made in accordance with the Uniform Commercial Code, Debtors to use be and apply remain jointly and severally liable to Payee for any deficiency. To the extent notice is required to be given by law, Debtors agree that five (5) business days prior notice by Payee of the Secured Obligations as date after which a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Partiesprivate sale may take place or a public auction may be held, at is reasonable notification or such sale. If the Collateral Agent on behalf of any Lender sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by such Lender and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any of the Collateralmatters.
Appears in 1 contract
Samples: Letter Agreement (Rahr Stewrt)
Disposition of Collateral. During the continuance of an Event of Default, without Without limiting the generality of the foregoing, the Collateral Agent may (personally or through its agents or attorneys)may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Requirements of Law referred to belowapplicable Laws) to or upon any Grantor the Pledgor, or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived): waived to the maximum extent permitted by applicable Laws), personally or through its agents or attorneys, (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving Grantor the Pledgor, or any other Person notice or opportunity for a hearing on the Collateral Agent’s or any Lender’s claim or action; , (ii) collect, receive, appropriate and realize upon any Collateral; Collateral and (iii) store, process, repair or recondition the Collateral or otherwise prepare any Collateral for disposition in any manner upon ten (10) days’ prior notice to the extent Pledgor, specifying the Collateral Agent deems appropriate; time and (iv) place of any public sale, or the time after which any private sale is to be made, sell, assign, license out, convey, transfer, grant option or options to purchase or license and deliver any Collateral (or enter into contractual obligations Contractual Obligations to do any of the foregoing), ) in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may upon commercially reasonable terms deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf Agent and any Secured Party or Affiliate of Lenders and the other any Secured Parties, Party shall have the right, upon any such public sale or sales and, to the extent permitted by the Code and other Requirements of Law, upon any such private sale or salessale, to purchase or license (including by application of the purchase price against the Obligations) the whole or any part of the Collateral so sold or licensedsold, free of any right or equity of redemption of any Grantorthe Pledgor, which right or equity is hereby waived and released. The In furtherance of the foregoing, the Pledgor acknowledges that (i) the Ownership Collateral Agentis of a type and kind customarily sold on a recognized market within the meaning of Sections 9-610 and 9-611 of the UCC and (ii) the market for the Ownership Collateral is illiquid and it may therefore be difficult to determine or realize its value in any such disposition. Accordingly, as representative of all Lenders and other Secured Parties, the Collateral Agent shall be entitled, but not obligated, to appoint a third party independent appraiser for purposes of appraising the purpose of bidding Collateral and making settlement or payment of the purchase price for all or any portion parties agree that the value of the Collateral sold at any such sale made determined in accordance with the Code, such appraisal shall be deemed to use be commercially reasonable and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of Lenders and the other Secured Parties, at such sale. If the Collateral Agent on behalf of any Lender sells any no sale of the Collateral upon credit(whether to the Collateral Agent, Grantor any Secured Party, any Affiliate of any Secured Party or a third party) will be credited only deemed to have been made in a commercially unreasonable manner for the reason that it was made at a price that is consistent with payments actually made by purchaser such appraisal. The parties further acknowledge that such appraisal process and received by such Lender valuation is commercially reasonable and applied to indebtedness fair within the requirements of Articles 820 and 821 et. seq, of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds Commerce Code of the sale. Neither the Collateral Agent nor any Lender shall have an obligation to marshal any Republic of the CollateralPanama.
Appears in 1 contract
Samples: Avh Pledge Agreement
