Common use of Rights Upon Default Clause in Contracts

Rights Upon Default. 20.1 A “Default” occurs if there is a failure to perform the Secured Obligation or if there is a breach of the terms of the Pledge Agreement by the Pledgor or the Person owing the Secured Obligation. 20.2 Upon Default the Pledgeholder has the right to take possession of the Collateral. 20.3 If the Pledgeholder elects to proceed by judicial action, the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized and delivered to the Pledgeholder. Objection against the application for execution is not allowed. A pledge agreement under which a pledge has been perfected shall have effect of an executive title with respect to collateral and proceeds covered by the pledge agreement and this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: a) whether there is an perfected pledge, and b) whether there has been a default. Upon such a showing by the pledgeholder, the burden shall be upon the pledgeholder to prove otherwise. 20.5 Pledgor has right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it to the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor or any person in possession of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court order, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business days after the date of its submission. The appeal against the execution order may be filed to the court of second instance within 8 days as of the day of receipt. Filing of appeal shall not postpone a seizure. 20.10 If the collateral is accounts of a pledgor, the pledgeholder shall have the rights in this article in addition to other enforcement rights: a) The pledgeholder is entitled to collect on the accounts; b) Upon default, or whenever agreed by the pledgor, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner and may deduct the reasonable expenses of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose of the Collateral. The proceeds of disposition shall be applied in the following order: a) to the reasonable expenses incurred by the Pledgeholder for taking possession of the Collateral, holding it for sale, and other reasonable expenses related to the sale; b) to the satisfaction of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) and b), pledgeholder is obliged to put into court deposit, with specification of costs associated with this procedure. 20.12 Any remaining proceeds of disposition shall be delivered to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22

Appears in 2 contracts

Samples: www.rzcg.gov.me, www.rzcg.gov.me

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Rights Upon Default. 20.1 A “Default” occurs If a Default by Tenant occurs, then at any time ------------------- thereafter prior to the curing thereof, with or without notice or demand, Landlord may exercise any and all rights and remedies available to Landlord under this Lease, at law or in equity, including without limitation, termination of this Lease and termination of Tenant's right to possession without terminating the Lease. If Tenant is in Default for nonpayment of Rent and if there is a failure Tenant fails to perform pay same in full within five (5) days after Landlord hand delivers to the Secured Obligation Premises written notice of Landlord's intent to exercise its lockout rights, then Landlord shall be entitled to change or if there is a breach modify door locks on all entry doors of the terms Premises and Tenant shall not be entitled to a key to re-enter the Premises until all delinquent Rent is paid in full: provided, however, Landlord shall immediately thereafter post a notice on an entry door to the Premises, stating that Landlord has exercised such lockout rights. If Tenant vacates or abandons the Premises or any significant portion thereof. Landlord may permanently change the locks without notice to Tenant, and Tenant shall not be entitled to a key to re-enter the Premises. The two preceding sentences shall supersede any conflicting provisions of Section 93.002 of the Pledge Agreement by Texas Property Code or any successor statue In the Pledgor or event of a Default, Landlord may, without additional notice and without court proceedings, re-enter and repossess the Person owing the Secured Obligation. 20.2 Upon Default the Pledgeholder has the right Premises and remove all persons and property therefrom, and Tenant hereby agrees to take surrender possession of the CollateralPremises, waives any claim arising by reason thereof or by reason of issuance of any distress warrant or writ of sequestration, and agrees to hold Landlord harmless from any such claims. 20.3 If the Pledgeholder Landlord elects to proceed by judicial actionterminate this Lease, it may treat the default as an entire breach of this Lease and Tenant shall immediately become liable to Landlord for damages equal to the total of (a) the cost of recovering, reletting, including, without limitation, the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized and delivered cost of leasing commissions attributable to the Pledgeholder. Objection against unexpired portion of the application for execution is not allowed. A pledge agreement under which a pledge has been perfected shall have effect Term of an executive title with respect to collateral and proceeds covered by the pledge agreement and this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: a) whether there is an perfected pledgeLease, and remodeling the Premises, (b) whether there has been a defaultall unpaid Rent and other amounts earned or due through such termination, including interest thereon at the rate specified in Section 13.04 hereof, plus (c) the present value (discounted at the rate of 8% per annum) of the balance of the Rent for the remainder of the Term less the present value (discounted at the same rate) of the fair market rental value of the Premises for said period and (d) any other sum of money and damages owed by Tenant to Landlord. Upon such a showing by the pledgeholder, the burden shall be upon the pledgeholder If Landlord elects to prove otherwise. 20.5 Pledgor has terminate Tenant's right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it to Premises without terminating this Lease. Landlord may (but shall not be obligated to) rent the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor Premises or any part thereof for the account of Tenant to any person in possession or persons for such rent and for such terms and conditions as Landlord deems appropriate, and Tenant shall be liable to Landlord for the amount, if any, by which the Rent for the unexpired balance of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court orderTerm exceeds the net amount, if any, received by Landlord from such reletting, being the gross amount so received by Landlord less the costs of repossession, reletting, remodeling, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business days after the date of its submission. The appeal against the execution order may be filed to the court of second instance within 8 days as of the day of receipt. Filing of appeal shall not postpone a seizure. 20.10 If the collateral is accounts of a pledgor, the pledgeholder shall have the rights in this article in addition to other enforcement rights: a) The pledgeholder is entitled to collect on the accounts; b) Upon default, or whenever agreed by the pledgor, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner and may deduct the reasonable expenses of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose of the Collateral. The proceeds of disposition shall be applied in the following order: a) to the reasonable expenses incurred by Landlord. Such sum or sums shall be paid by Tenant in monthly installments on the Pledgeholder for taking possession first day of each month of the Collateral, holding it Term. In no case shall Landlord be liable for salefailure to relet the Premises or to collect the rent due under such reletting, and other reasonable expenses related in no event shall Tenant be entitled to the sale; b) to the satisfaction more than 50% of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) any excess rents received by Landlord. All rights and b), pledgeholder is obliged to put into court deposit, with specification remedies of costs associated with this procedure. 20.12 Any remaining proceeds of disposition Landlord shall be delivered to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, cumulative and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22exclusive.

Appears in 2 contracts

Samples: Centre Lease Agreement (Ticketmaster Online Citysearch Inc), Centre Lease Agreement (Citysearch Inc)

Rights Upon Default. 20.1 A “Default” occurs if there is a failure A. If an Act of Default occurs, Landlord, at any time thereafter prior to perform the Secured Obligation curing of such Act of Default and without waiving any other rights herein available to Landlord at law or if there is a in equity, may either terminate this Lease or terminate Tenant's right to possession without terminating the Lease, whichever Landlord elects. In either event, Landlord may pursue all rights and remedies available to it under this Lease or under applicable law or both. If Landlord elects to terminate this Lease, it may treat the Act of Default as an entire breach of this Lease and Tenant immediately shall become liable to Landlord for damages for the terms entire breach in an amount equal to the amount by which (i) the total Rent (being the Rent set forth in Paragraph 4 hereof as adjusted pursuant to Paragraph 5 hereof for any increase and estimated increase in Operating Expenses which would be payable by Tenant during the unexpired balance of the Pledge Agreement Term) and all other payments due for the balance of the Term is in excess of (ii) the fair market rental value of the Premises for the balance of the Term as of the time of default, both discounted at the rate per annum quoted by JPMorgan Chase Bank from time-to-time as its prime rate to the Pledgor or the Person owing the Secured Obligationthen present value. 20.2 Upon Default the Pledgeholder has the If Landlord elects to terminate Tenant's right to take possession of the CollateralPremises without terminating the Lease, Landlord may rent the Premises or any part thereof for the account of Tenant to any person or persons for such rent and for such terms and other conditions as Landlord deems appropriate, and Tenant shall be liable to Landlord for the amount, if any, by which the total rent and all other payments herein provided for the unexpired balance of the Term exceed the net amount, if any, received by Landlord from such re-renting, being the gross amount so received by Landlord less the cost of repossession, re-renting, remodeling and other expenses. 20.3 Such sum or sums due by reason of the immediately preceding sentence shall be paid by Tenant in monthly installments on the first day of each month of the balance of the Term. If the Pledgeholder Landlord elects to proceed by judicial actionterminate Tenant's right to possession without terminating the Lease, the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized and delivered to the Pledgeholder. Objection against the application for execution is not allowed. A pledge agreement under which a pledge has been perfected Landlord shall have effect of an executive title the right at any time thereafter to terminate this Lease, whereupon the foregoing provisions with respect to collateral termination will thereafter apply. If an Act of Default occurs or in case of any holding over or possession by Tenant of the Premises after the expiration or termination of this Lease, Tenant shall reimburse Landlord on demand for all reasonable costs incurred by Landlord in connection therewith including, but not limited to, reasonable attorneys' fees and proceeds covered related costs and expenses, plus interest thereon at the then maximum lawful rate from the date such costs are paid by the pledge agreement and Landlord. Actions by Landlord to collect amounts due from Tenant as provided in this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: a) whether there is an perfected pledgeParagraph 31 hereof may be brought at any time, and b) whether there has been a default. Upon such a showing by from time to time, on one or more occasions, without the pledgeholder, necessity of Landlord's waiting until the burden shall be upon the pledgeholder to prove otherwise. 20.5 Pledgor has right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it to the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor or any person in possession of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court order, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business days after the date of its submission. The appeal against the execution order may be filed to the court of second instance within 8 days as of the day of receipt. Filing of appeal shall not postpone a seizure. 20.10 If the collateral is accounts of a pledgor, the pledgeholder shall have the rights in this article in addition to other enforcement rights: a) The pledgeholder is entitled to collect on the accounts; b) Upon default, or whenever agreed by the pledgor, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner and may deduct the reasonable expenses of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose of the Collateral. The proceeds of disposition shall be applied in the following order: a) to the reasonable expenses incurred by the Pledgeholder for taking possession of the Collateral, holding it for sale, and other reasonable expenses related to the sale; b) to the satisfaction of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) and b), pledgeholder is obliged to put into court deposit, with specification of costs associated with this procedure. 20.12 Any remaining proceeds of disposition shall be delivered to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22Lease.

Appears in 1 contract

Samples: Lease Agreement (Telvent Git S A)

Rights Upon Default. 20.1 A “Default” occurs if there is a failure to perform the Secured Obligation or if there is a breach of the terms of the Pledge Agreement by the Pledgor or the Person owing the Secured Obligation. 20.2 Upon Default the Pledgeholder has the right to take possession of the Collateral. 20.3 If the Pledgeholder elects to proceed by judicial action, the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized and delivered to the Pledgeholder. Objection against the application for execution is not allowed. A pledge agreement under which a pledge has been perfected shall have effect of an executive title with respect to collateral and proceeds covered by the pledge agreement and this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: aWithin thirty (30) whether there is an perfected pledge, and b) whether there has been a default. Upon such a showing by the pledgeholder, the burden shall be upon the pledgeholder to prove otherwise. 20.5 Pledgor has right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it to the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor or any person in possession of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court order, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business days after the date execution of its submissionthis Agreement, the Licensor will deposit two (2) copies of the Source Code and Executable Code for the Licensed Software, and all associated flowcharts, decision tables, schematics, Documentation and other technical documentation and information necessary for a reasonably skilled programmer to understand the structure of, correct errors in, and make modifications to such Source Code and Executable Code (the "Escrowed Materials") into escrow with a mutually acceptable third party escrow agent (the "Escrow Agent"). The appeal against Licensor must update the execution order may be filed Escrowed Materials each time a generally applicable modification, revision, upgrade or enhancement to the court Licensed Software is made, which update shall be within thirty (30) days of second instance within 8 days as each such modification, revision, upgrade or enhancement. The cost of maintaining the day Escrowed Materials with the Escrow Agent during the term of receiptthis Agreement shall be borne equally by the Licensor and the Licensee. Filing of appeal shall not postpone a seizure. 20.10 If In the collateral is accounts of a pledgorevent that the Licensor fails or refuses to escrow the Escrowed Materials in accordance with this Agreement, the pledgeholder Licensee shall have the rights in this article in addition to other enforcement rights: a) The pledgeholder is be entitled to collect on injunctive and other equitable relief for such breach or threatened breach of this Section 11 and the accounts; b) Upon default, or whenever agreed by the pledgor, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner and may deduct the reasonable expenses of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor Licensor shall be responsible for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose of the Collateral. The proceeds of disposition shall be applied in the following order: a) to the reasonable expenses incurred by the Pledgeholder for taking possession Licensee in enforcing its rights including court costs and reasonable attorneys fees. The Licensee shall be entitled to receive a copy of the Collateral, holding it Escrowed Materials upon the occurrence of any of the following events: (i) any material failure of the Licensor to perform in accordance with the terms of a maintenance agreement to be entered into between the Licensor and the Licensee for sale, and other reasonable expenses related the maintenance of the Licensed Software; (ii) the Licensor: ceases to do business in the normal course; becomes a debtor under any proceeding pursuant to the saleU.S. Bankruptcy Code; b) is subject of any state insolvency proceeding such as an assignment for the benefit of creditors; or seeks to sell substantially all of its assets in a bulk sale transaction. In the satisfaction event of a dispute between the Licensor and the Licensee as to whether the Escrow Agent shall release the Escrowed Materials from escrow, the dispute shall be resolved in accordance with Section 12.10. During the pendency of such dispute, the Escrowed Materials shall be released to a third party mutually agreed upon by the Licensor and the Licensee for the Licensee's use and benefit of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) Escrowed Materials (the "Third Party"). In the event the Licensor and b), pledgeholder is obliged the Licensee are unable to put into court deposit, with specification of costs associated with this procedure. 20.12 Any remaining proceeds of disposition shall be delivered to mutually agree upon the Pledgor after termination selection of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the PledgorThird Party, the Person owing Licensor and the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has Licensee shall each designate a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office third party (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances"Designee"), and the provisions Licensor's Designee and intent the Licensee's Designee shall jointly select the Third Party. In the event the dispute between the Licensor and the Licensee is resolved in favor of the present law. 21.2 No current or former officialLicensor, employee, or agent the Third Party shall immediately return all copies of the Registration Office Escrowed Materials to the Escrow Agent, and shall be personally liable for damages or otherwise for acts or omissions performed retain no copies of the Escrowed Materials in good faith. Article 22its files.

Appears in 1 contract

Samples: License Agreement (Americasdoctor Com Inc)

Rights Upon Default. 20.1 A “Default” If a Default by Tenant occurs and Tenant fails to cure such Default within any applicable cure period set forth in Section 13.01, then Landlord, with or without any further notice or demand, may exercise any and all rights and remedies available to Landlord under this Lease, at law or in equity, including without limitation, termination of this Lease and termination of Tenant's right to possession without terminating the Lease. If Tenant is in Default for nonpayment of Rent and if there is a failure Tenant fails to perform pay same in full within five (5) days after Landlord hand delivers to the Secured Obligation Premises written notice of Landlord's intent to exercise its lockout rights, then Landlord shall be entitled to change or if there is a breach modify door locks on all entry doors of the terms Premises and Tenant shall not be entitled to a key to re-enter the Premises until all delinquent Rent is paid in full; provided, however, Landlord shall immediately thereafter post a notice on an entry door to the Premises, stating that Landlord has exercised such lockout rights. The preceding sentence shall supersede any conflicting provisions of Section 93.002 of the Pledge Agreement Texas Property Code or any successor statute. In the event of a Default by Tenant and Tenant fails to cure such Default within any applicable cure period set forth in Section 13.01, Landlord may, without additional notice and without court proceedings, re-enter and repossess the Pledgor or the Person owing the Secured Obligation. 20.2 Upon Default the Pledgeholder has the right Premises and remove all persons and property therefrom, and Tenant hereby agrees to take surrender possession of the CollateralPremises, waives any claim arising by reason thereof or by reason of issuance of any distress warrant or writ of sequestration, and agrees to hold Landlord harmless from any such claims. 20.3 If the Pledgeholder Landlord elects to proceed by judicial actionterminate this Lease, it may treat the default as an entire breach of this Lease and Tenant shall immediately become liable to Landlord for damages equal to the total of (a) the cost of recovering, reletting, including, without limitation, the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized and delivered cost of leasing commissions attributable to the Pledgeholder. Objection against unexpired portion of the application for execution is not allowed. A pledge agreement under which a pledge has been perfected shall have effect Term of an executive title with respect to collateral and proceeds covered by the pledge agreement and this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: a) whether there is an perfected pledgeLease, and remodeling the Premises, (b) whether there has been a defaultall unpaid Rent and other amounts earned or due through such termination, including interest thereon at the rate specified in Section 13.04 hereof, plus (c) the present value (discounted at the rate of 8% per annum) of the balance of the Rent for the remainder of the Term less the present value (discounted at the same rate) of the fair market rental value of the Premises for said period and (d) any other sum of money and damages owed by Tenant to Landlord. Upon such a showing by the pledgeholder, the burden shall be upon the pledgeholder If Landlord elects to prove otherwise. 20.5 Pledgor has terminate Tenant's right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it to Premises without terminating this Lease, Landlord may (but shall not be obligated to) rent the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor Premises or any part thereof for the account of Tenant to any person in possession or persons for such rent and for such terms and conditions as Landlord deems appropriate, and Tenant shall be liable to Landlord for the amount, if any, by which the Rent for the unexpired balance of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court orderTerm exceeds the net amount, if any, received by Landlord from such reletting, being the gross amount so received by Landlord less the costs of repossession, reletting, remodeling, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business days after the date of its submission. The appeal against the execution order may be filed to the court of second instance within 8 days as of the day of receipt. Filing of appeal shall not postpone a seizure. 20.10 If the collateral is accounts of a pledgor, the pledgeholder shall have the rights in this article in addition to other enforcement rights: a) The pledgeholder is entitled to collect on the accounts; b) Upon default, or whenever agreed by the pledgor, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner and may deduct the reasonable expenses of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose of the Collateral. The proceeds of disposition shall be applied in the following order: a) to the reasonable expenses incurred by Landlord. Such sum or sums shall be paid by Tenant in monthly installments on the Pledgeholder for taking possession first day of each month of the CollateralTerm. In such event, holding it Landlord agrees to use reasonable business judgment in its attempts to re-lease the Premises. However, Landlord shall not be liable for salefailure to relet the Premises or to collect the rent due under such reletting, and other reasonable expenses related in no event shall Tenant be entitled to the sale; b) to the satisfaction more than 50% of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) any excess rents received by Landlord. All rights and b), pledgeholder is obliged to put into court deposit, with specification remedies of costs associated with this procedure. 20.12 Any remaining proceeds of disposition Landlord shall be delivered to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, cumulative and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22exclusive.

Appears in 1 contract

Samples: Bridgepoint Lease Agreement (PSW Technologies Inc)

Rights Upon Default. 20.1 A “Notwithstanding the occurrence of any Event of Default” occurs if there is a , Landlord may, by written notice to Tenant, terminate Tenant's right to possession only, in which event this Lease shall continue in full force and effect. Upon such notice, Landlord may enter the Demised Premises and re-let the Demised Premises or any part thereof, for Tenant's account, in the name of Landlord or otherwise, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term hereof) and on such conditions (which may include concessions or free rent) as Landlord, in its reasonable discretion, may determine, and may collect and receive the rent therefor. Landlord shall use reasonable efforts to, but in no way be responsible or liable for any failure to perform re-let the Secured Obligation Demised Premises or any part thereof, or for any failure to collect any rent due upon any such re-letting. Tenant shall be immediately liable to Landlord for, and shall pay Landlord upon demand, an amount equal to all of reasonable Landlord's expenses in connection with such re-letting, including all repossession costs, brokerage and management commissions, operating expenses, legal expenses, attorney's fees, reasonable alteration costs and expenses of preparation for such re-letting. Tenant shall also pay to Landlord monthly on the days on which Basic Rent is payable under this Lease the amount of Basic Rent, and Supplemental Rent otherwise payable under this Lease, less the proceeds, if there is a breach any, of re-letting effected pursuant to the terms of provisions hereof ("Deficiency" or collectively, the Pledge Agreement by "Deficiencies"). Landlord shall be entitled to recover from Tenant each monthly Deficiency as the Pledgor same shall arise or the Person owing the Secured Obligation. 20.2 Upon Default the Pledgeholder has shall have the right to take possession of accumulate monthly Deficiencies and xxx to recover the Collateralsame from time to time as Landlord may determine. 20.3 If the Pledgeholder No act by Landlord allowed by this paragraph shall terminate this Lease unless Landlord notifies Tenant that Landlord elects to proceed by judicial action, the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized and delivered to the Pledgeholder. Objection against the application for execution is not allowed. A pledge agreement under which a pledge has been perfected shall have effect of an executive title with respect to collateral and proceeds covered by the pledge agreement and terminate this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: a) whether there is an perfected pledge, and b) whether there has been a default. Upon such a showing by the pledgeholder, the burden shall be upon the pledgeholder to prove otherwise. 20.5 Pledgor has right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it to the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor or any person in possession of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court order, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business days after the date of its submission. The appeal against the execution order may be filed to the court of second instance within 8 days as of the day of receipt. Filing of appeal shall not postpone a seizure. 20.10 If the collateral is accounts of a pledgor, the pledgeholder shall have the rights in this article in addition to other enforcement rights: a) The pledgeholder is entitled to collect on the accounts; b) Upon default, or whenever agreed by the pledgor, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner and may deduct the reasonable expenses of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose of the Collateral. The proceeds of disposition shall be applied in the following order: a) to the reasonable expenses incurred by the Pledgeholder for taking possession of the Collateral, holding it for sale, and other reasonable expenses related to the sale; b) to the satisfaction of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) and b), pledgeholder is obliged to put into court deposit, with specification of costs associated with this procedure. 20.12 Any remaining proceeds of disposition shall be delivered to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22Lease.

Appears in 1 contract

Samples: Stimsonite Corp

Rights Upon Default. 20.1 A “Upon the occurrence of an Event of Default” occurs if there is a failure , Landlord may, at Landlord’s option, without any notice or demand whatsoever (any such notice and demand being expressly waived by Tenant) in addition to perform the Secured Obligation any other remedy or if there is a breach right given hereunder or by law or equity, do any one or more of the terms of the Pledge Agreement by the Pledgor or the Person owing the Secured Obligation. 20.2 Upon Default the Pledgeholder has the right to following: (a) enter and take possession of the Collateral. 20.3 If Premises, after which Landlord may relet the Pledgeholder elects to proceed Premises on behalf of Tenant and receive the rent directly by judicial action, reason of the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized and delivered to the Pledgeholder. Objection against the application for execution is not allowed. A pledge agreement under which a pledge has been perfected shall have effect of an executive title with respect to collateral and proceeds covered by the pledge agreement and this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: a) whether there is an perfected pledgereletting, and Tenant agrees to reimburse Landlord for any expenditures made in order to relet; (b) whether there has been a defaultenter the Premises and perform Tenant’s obligations and Tenant agrees to reimburse Landlord for any expenditures made to satisfy Tenant’s obligations; (c) terminate this lease by written notice and xxx for damages; or (d) terminate the Tenant’s right of possession and xxx for rent. Upon such a showing by the pledgeholderLandlord may, the burden shall be upon the pledgeholder subject to prove otherwise. 20.5 Pledgor has right to be notified about the hearing latest five days before the hearingcompliance with applicable law, by telegram enter and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in take possession of the collateral Premises by self-help, by picking or changing locks if necessary, and deliver it may lock out Tenant or any other person who may be occupying the Premises, until the default is cured, without being liable for damages. Any personal property, inventory or equipment left in the Premises shall be deemed abandoned. It is hereby expressly stipulated by Landlord and Tenant that any of the above listed actions, including, without limitation, termination of this Lease, termination of Tenant’s right to possession, and re-entry by Landlord, will not affect the obligations of Tenant for the unexpired term of this Lease, including the obligations to pay unaccrued Monthly Rent and Other Charges (as hereinafter defined) provided in this Lease for the remaining portion of the Term of the Lease. Exercise by Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Premises by Tenant, whether by agreement or by operation of law. It is understood that such surrender can be effected only by the written agreement of Landlord and Tenant or by order of a court having jurisdiction. No such alteration of security devices and no removal or other exercise of dominion by Landlord over the property of Tenant or others at the Premises shall be deemed unauthorized or constitute a conversion. Tenant hereby consents, after any Event of Default, to the pledgeholder exercise of dominion over Tenant’s property within the Premises. All claims for damages by reason of such re-entry and/or repossession and/or alteration of locks or its authorized agentother security devices are hereby waived, as are all claims for damages by reason of any distress warrant, forcible detainer proceedings, sequestration proceedings or other legal process. The execution officer Tenant agrees that any re-entry by Landlord may be pursuant to a judgment obtained in forcible detainer proceedings or other legal proceedings or pursuant to a statute authorizing the same, as Landlord may elect, and Landlord shall not be liable in trespass or otherwise except as otherwise provided by applicable law. In the event that Landlord alters locks or other security devices at the Premises, without terminating the Lease, or Tenant’s right to possession, Landlord need not give prior notice of seizure the Tenant new keys to the pledgor or any person Premises until Tenant has cured all defaults hereunder, unless otherwise required by applicable law. Furthermore, in possession of the collateral. 20.7 The pledgeholder is obliged event that Landlord elects to pay advance money according to court orderrepossess the Premises without terminating the Lease, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution Tenant shall be adjudicated by the court no later than three business days after liable for and shall pay to Landlord at Xxxxxx, Xxxxxx County, Texas, all Monthly Rent and Other Charges accrued to the date of its submission. The appeal against such repossession, plus Monthly Rent and Other Charges required to be paid by Tenant to Landlord during the execution order may be filed to the court of second instance within 8 days as remainder of the day Term until the date of receipt. Filing of appeal shall not postpone a seizure. 20.10 If the collateral is accounts of a pledgor, the pledgeholder shall have the rights in this article in addition to other enforcement rights: a) The pledgeholder is entitled to collect on the accounts; b) Upon default, or whenever agreed by the pledgor, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner and may deduct the reasonable expenses of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose Expiration of the Collateral. The proceeds of disposition shall be applied in Term, minus any net sums thereafter received by Landlord through reletting the following order: a) to the reasonable Premises during said period (after deducting expenses incurred by Landlord). Actions to collect amounts due by Tenant as provided in this paragraph may be brought from time to time by Landlord during the Pledgeholder for taking possession aforesaid period, on one or more occasions, without the necessity of Landlord’s waiting until expiration of the CollateralTerm and in no event shall Tenant be entitled to any excess of any Rent obtained by reletting over and above the Rent provided for in this Lease. In the event that Landlord elects to terminate this Lease by reason of an Event of Default, holding it then notwithstanding such termination, Tenant shall be liable for saleand shall pay to the Landlord, at Xxxxxx, Xxxxxx County, Texas, the sum of all Monthly Rent and other indebtedness accrued to the date of such termination, plus, as damages, an amount equal to the total of the Monthly Rent and Other Charges (as hereinafter defined) provided in this Lease for the remaining portion of the Term of the Lease (had such term not been terminated by Landlord prior to the date of expiration), less the reasonable rental value of the Premises for such period, such amount to be discounted to present value at the rate of six percent (6%) per annum. Landlord may relet the whole or any portion of the Premises for any period, to any tenant and for any use and purpose without being deemed to have terminated this Lease or accepted a surrender hereof. ANY RELETTING SHALL BE UPON SUCH TERMS AS LANDLORD DEEMS ECONOMICALLY ADVISABLE IN ITS SOLE DISCRETION AND, IN MAKING SUCH RELETTING, LANDLORD SHALL BE PERMITTED TO OFFER TERMS AND CONCESSIONS REQUIRED BY THE NEW TENANT WITHOUT DIMINISHING TENANT’S LIABILITY HEREUNDER OR BEING DEEMED TO HAVE FAILED TO MITIGATE DAMAGES. NOTHING HEREIN CONTAINED SHALL REQUIRE LANDLORD TO OFFER THE PREMISES IN PREFERENCE TO OR AT THE SAME TIME AS UNLEASED SPACE IN THE PROJECT, AND LANDLORD MAY USE GREATER EFFORTS TO LET SUCH UNLEASED SPACE IN PREFERENCE TO THE PREMISES WITHOUT DIMINISHING THE AMOUNT RECOVERABLE HEREUNDER OR BEING DEEMED TO HAVE FAILED TO MITIGATE DAMAGES. It is expressly agreed that in determining the “Monthly Rent and Other Charges” provided in this Lease there shall be added to the Monthly Rent, a sum equal to all of Tenant other payment obligations including payment of all Common Area Maintenance Charges, Taxes and Insurance Premiums. It is further agreed that Tenant shall compensate Landlord for all expenses reasonably incurred by Landlord in repossession, including, without limitation (i) any increase in insurance premiums caused by the vacancy of the Premises, (ii) all expenses incurred by Landlord in reletting, including, without limitation, repairs, remodeling, replacements, advertisements and brokerage fees, (iii) all concessions granted to a new tenant upon reletting, including, without limitation, renewal options, (iv) all losses incurred by Landlord as a direct or indirect result of Tenant’s default, including, without limitation, renewal options, and other reasonable expenses any reasonably quantifiable adverse effects related to the sale; bThird Party Tenant Leases and (v) a reasonable allowance for Landlord’s administrative efforts, salaries and overhead attributable directly or indirectly to Tenant’s default and Landlord’s pursuing the satisfaction rights and remedies provided herein and under applicable law. Landlord may restrain or enjoin any breach or threatened breach of any covenant, duty or obligation of Tenant herein contained without the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) and b), pledgeholder is obliged to put into court deposit, with specification necessity of costs associated with this procedureproving the inadequacy of any legal remedy or irreparable harm. 20.12 Any remaining proceeds The remedies of disposition Landlord hereunder shall be delivered deemed cumulative and not exclusive of each other. If, on account of any breach or default by Tenant in its obligations hereunder, Landlord shall employ an attorney to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction present, enforce or by private disposition. The method, manner, time, place, and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office (the “Defendant”) or defend any of its officialsLandlord’s rights or remedies hereunder, employees, or agents for Tenant agrees to pay any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22reasonable attorney’s fees incurred by Landlord.

Appears in 1 contract

Samples: Lease Agreement (EVO Transportation & Energy Services, Inc.)

Rights Upon Default. 20.1 A “Default” occurs if there is a failure 33. (a) If an Act of Default beyond any applicable notice and cure period occurs, Landlord, at any time thereafter prior to perform the Secured Obligation curing of such Act of Default and without waiving any other right available to Landlord herein, at law or if there is a in equity, may either (i) terminate this Lease or (ii) terminate Tenant’s right to possession and use without terminating this Lease, whichever Landlord elects. In either event, Landlord may, without additional notice and with or without court proceedings, reenter and repossess the Premises, and remove all persons and property therefrom using such force as may be necessary, and Tenant hereby waives any claim arising by reason of issuance of any distress warrant or writ of sequestration and agrees to hold Landlord harmless from any such claims. In no event shall Landlord’s exercise of any one or more remedies hereunder granted or otherwise available to it be deemed to be an acceptance of surrender of the Premises by Tenant, whether by agreement or operation of law, it being understood that such surrender can be effected only by the written agreement of Landlord and Tenant. If Landlord elects to terminate this Lease, it may treat the Act of Default as an entire breach of this Lease and Tenant immediately shall become liable to Landlord for damages for the terms entire breach in an amount equal to the amount by which (A) the Rent (being the Base Rent set forth in Section 5 hereof plus the Operating Rent set forth in Section 6 hereof for any increase and estimated increase in Operating Expenses which would be payable by Tenant during the unexpired balance of the Pledge Agreement by Term and all other payments due for the Pledgor or balance of the Person owing Term) is in excess of (B) the Secured Obligationfair market rental value of the Premises for the balance of the Term as of the time of default, both discounted at the rate of ten percent (10%) per annum to the then present value, plus the cost of recovering, remodeling and releasing the Premises, and all unpaid Rent due through the date of such termination. 20.2 Upon Default the Pledgeholder has If Landlord elects to terminate Tenant’s right to possession without terminating this Lease, Landlord shall have the right at any time thereafter to take possession of terminate this Lease, whereupon the Collateral. 20.3 If the Pledgeholder elects to proceed by judicial action, the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized and delivered to the Pledgeholder. Objection against the application for execution is not allowed. A pledge agreement under which a pledge has been perfected shall have effect of an executive title foregoing provisions with respect to collateral and proceeds covered termination will thereafter apply. If an Act of Default occurs or in the case of any holding over or possession by Tenant of the pledge agreement and Premises after the expiration or termination of this law. 20.4 On the application Lease, Tenant shall reimburse Landlord on demand for execution a all costs incurred by Landlord in connection therewith including, but not limited to, reasonable attorneys’ fees, court shall call a hearing limited to following issues: a) whether there is an perfected pledgecosts, and b) whether there has been a default. Upon such a showing by the pledgeholder, the burden shall be upon the pledgeholder to prove otherwise. 20.5 Pledgor has right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up related expenses plus interest thereon at the hearinglesser of: (i) fifteen percent (15%) per annum, or (ii) the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a maximum rate of interest allowed by applicable law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it to the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor or any person in possession of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court order, and after termination of procedure to pay actual date such costs associated with the seizure. The decision on costs may be reviewed are paid by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business days after the date of its submission. The appeal against the execution order may be filed to the court of second instance within 8 days as of the day of receipt. Filing of appeal shall not postpone a seizure. 20.10 If the collateral is accounts of a pledgor, the pledgeholder shall have the rights in this article in addition to other enforcement rights: a) The pledgeholder is entitled to collect on the accounts; b) Upon default, or whenever agreed by the pledgor, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner and may deduct the reasonable expenses of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose of the Collateral. The proceeds of disposition shall be applied in the following order: a) to the reasonable expenses incurred by the Pledgeholder for taking possession of the Collateral, holding it for sale, and other reasonable expenses related to the sale; b) to the satisfaction of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) and b), pledgeholder is obliged to put into court deposit, with specification of costs associated with this procedure. 20.12 Any remaining proceeds of disposition shall be delivered to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices Landlord until Tenant reimburses Landlord for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22same.

Appears in 1 contract

Samples: Lease Agreement (Kayne Anderson Acquisition Corp)

Rights Upon Default. 20.1 A “Default” occurs If Lessee abandons the Premises, if there proceedings are commenced against Lessee in any court under a bankruptcy act or for the appointment of a trustee or receiver of Lessee’s property, if Lessee makes an assignment for the benefit of creditors, if Lessee’s interest in the Premises is a failure to perform sold under execution or other legal process, if Lessee defaults in the Secured Obligation payment of rent, or if there is Lessee defaults in the performance of any other covenant, agreement, condition, rule, or regulation herein contained or hereafter established, and Lessee shall fail to remedy such default within fifteen (15) days after a breach written notice identifying the nature and scope of the terms of the Pledge Agreement default is mailed by the Pledgor or the Person owing the Secured Obligation. 20.2 Upon Default the Pledgeholder has Lessor to Lessee at 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, X.X. Xxx 0000, Xxxxxxxx, XX 00000, Lessor, at its option, shall have the right to take possession of the Collateral. 20.3 If the Pledgeholder elects to proceed by judicial action, the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized declare this Lease null and delivered to the Pledgeholder. Objection against the application for execution is not allowed. A pledge agreement under which a pledge has been perfected shall have effect of an executive title with respect to collateral and proceeds covered by the pledge agreement and this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: a) whether there is an perfected pledgevoid, and b) whether there has been a default. Upon such a showing by the pledgeholder, the burden shall be upon the pledgeholder to prove otherwise. 20.5 Pledgor has right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it to the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor or any person in possession of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court order, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business days after the date of its submission. The appeal against the execution order may be filed to the court of second instance within 8 days as of the day of receipt. Filing of appeal shall not postpone a seizure. 20.10 If the collateral is accounts of a pledgor, the pledgeholder Lessor shall have the right to re-enter or repossess the Premises, and dispossess and remove Lessee, or other occupants thereof, and their effects. In such case, Lessor may, at its option, relet the Premises or any part thereof, and Lessee shall be liable to Lessor for future rent or damages based on future rent and shall pay Lessor the difference between the rent then being paid (or agreed to be paid) by Lessee for the portion of the term remaining at the time of re-entry or repossession, and the amount, if any, received or to be received under such reletting for such portion of the term. Any such re-entry or repossession shall not prejudice Lessor’s rights in this article to recover from Lessee all rents and other obligations due at the time of such entry. These remedies shall be cumulative and in addition to any other enforcement rights: a) The pledgeholder is entitled legal or equitable remedies available to collect on the accounts; b) Upon defaultLessor. Lessor’s failure to insist upon a strict performance of any term or condition of this Lease, or whenever agreed by the pledgorto avail themselves of any available remedy, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in shall not be deemed as a commercially reasonable manner and may deduct the reasonable expenses waiver, either express or implied, of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose subsequent breach either of the Collateralsame or difference character. The proceeds of disposition shall be applied in At Lessee’s request, Lessor agrees that this Paragraph 21 does not supersede the following order: a) to the reasonable expenses incurred by the Pledgeholder for taking possession of the Collateral, holding it for sale, and other reasonable expenses related to the sale; b) to the satisfaction of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) and b), pledgeholder is obliged to put into court deposit, with specification of costs associated with this procedure. 20.12 Any remaining proceeds of disposition shall be delivered to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, federal bankruptcy law or any guarantor federal, state or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior local law relating to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22Lessee’s legal rights.

Appears in 1 contract

Samples: Commercial Lease Agreement

Rights Upon Default. 20.1 A “Default” occurs if there is If a failure Default by Tenant occurs, then at any time thereafter, with or without notice or demand, Landlord may exercise any and all rights and remedies available to perform the Secured Obligation Landlord under this Lease, at law or if there is a breach in equity, statutory or at common law, including without limitation, termination of the terms this Lease and termination of the Pledge Agreement by the Pledgor or the Person owing the Secured Obligation. 20.2 Upon Default the Pledgeholder has the Tenant's right to take possession without terminating the Lease. In the event of a Default, Landlord may, without additional notice and without court proceedings, re-enter and repossess the Premises and remove all persons and property therefrom, and Tenant hereby agrees to surrender possession of the CollateralPremises, waives any claim arising by reason thereof or by reason of issuance of any distress warrant or writ of sequestration, and agrees to hold Landlord harmless from any such claims. 20.3 If the Pledgeholder Landlord elects to proceed by judicial actionterminate this Lease, it may treat the Default as an entire breach of this Lease and Tenant shall immediately become liable to Landlord for damages equal to the total of (a) the cost of recovering, reletting, including, without limitation, the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized and delivered cost of leasing commissions attributable to the Pledgeholder. Objection against unexpired portion of the application for execution is not allowed. A pledge agreement under which a pledge has been perfected shall have effect Term of an executive title with respect to collateral and proceeds covered by the pledge agreement and this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: a) whether there is an perfected pledgeLease, and remodeling of the Premises for a normal and customary office tenant, (b) whether there has been a defaultall unpaid Rent and other amounts earned or due through such termination, including interest thereon at the rate specified in Section 13.04 hereof, plus (c) the present value (discounted at the rate of eight percent (8%) per annum) of the balance of the Rent for the remainder of the Term less the present value (discounted at the same rate) of the fair market rental value of the Premises for said period and (d) any other sum of money and damages owed by Tenant to Landlord. Upon such a showing by the pledgeholder, the burden shall be upon the pledgeholder If Landlord elects to prove otherwise. 20.5 Pledgor has terminate Tenant's right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it to Premises without terminating this Lease, Landlord may (but shall not be obligated to) rent the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor Premises or any part thereof for the account of Tenant to any person in possession or persons for such rent and for such terms and conditions as Landlord reasonably deems appropriate, and Tenant shall be liable to Landlord for the amount, if any, by which the Rent for the unexpired balance of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court orderTerm exceeds the net amount, if any, received by Landlord from such reletting, being the gross amount so received by Landlord less the costs of repossession, reletting, remodeling, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business days after the date of its submission. The appeal against the execution order may be filed to the court of second instance within 8 days as of the day of receipt. Filing of appeal shall not postpone a seizure. 20.10 If the collateral is accounts of a pledgor, the pledgeholder shall have the rights in this article in addition to other enforcement rights: a) The pledgeholder is entitled to collect on the accounts; b) Upon default, or whenever agreed by the pledgor, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner and may deduct the reasonable expenses of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose of the Collateral. The proceeds of disposition shall be applied in the following order: a) to the reasonable expenses incurred by Landlord. Such sum or sums shall be paid by Tenant in monthly installments on the Pledgeholder for taking possession first day of each month of the Collateral, holding it Term. In no case shall Landlord be liable for salefailure to relet the Premises or to collect the rent due under such reletting, and other reasonable expenses related in no event shall Tenant be entitled to the sale; b) to the satisfaction more than 50% of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) any excess rents received by Landlord. All rights and b), pledgeholder is obliged to put into court deposit, with specification remedies of costs associated with this procedure. 20.12 Any remaining proceeds of disposition Landlord shall be delivered cumulative and not exclusive. Landlord shall use commercially reasonable efforts to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest mitigate Tenant's damages in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction event of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22Tenant's default.

Appears in 1 contract

Samples: Lease Agreement (Eloyalty Corp)

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Rights Upon Default. 20.1 A “Default” occurs if there is If a failure Default by Tenant occurs, then at any time thereafter, with or without notice or demand, Landlord may exercise any and all rights and remedies available to perform the Secured Obligation Landlord under this Lease, at law or if there is a breach in equity, including without limitation, termination of the terms this Lease and termination of the Pledge Agreement by the Pledgor or the Person owing the Secured Obligation. 20.2 Upon Default the Pledgeholder has the Tenant's right to take possession without terminating the Lease. In the event of a Default, Landlord may, without additional notice and without court proceedings, re-enter and repossess the Premises and remove all persons and property therefrom, and Tenant hereby agrees to surrender possession of the CollateralPremises, waives any claim arising by reason thereof or by reason of issuance of any distress warrant or writ of sequestration, and agrees to hold Landlord harmless from any such claims. 20.3 If the Pledgeholder Landlord elects to proceed by judicial actionterminate this Lease, it may treat the Default as an entire breach of this Lease and Tenant shall immediately become liable to Landlord for damages equal to the total of (a) the cost of recovering, reletting, including, without limitation, the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized and delivered cost of leasing commissions attributable to the Pledgeholder. Objection against unexpired portion of the application for execution is not allowed. A pledge agreement under which a pledge has been perfected shall have effect Term of an executive title with respect to collateral and proceeds covered by the pledge agreement and this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: a) whether there is an perfected pledgeLease, and remodeling the Premises, (b) whether there has been a defaultall unpaid Rent and other amounts earned or due through such termination, including interest thereon at the rate specified in Section 13.4 hereof, plus (c) the present value (discounted at the same rate) of the fair market rental value of the Premises for said period and (d) any other sum of money and damages owed by Tenant to Landlord. Upon such a showing by the pledgeholder, the burden shall be upon the pledgeholder If landlord elects to prove otherwise. 20.5 Pledgor has terminate Tenant's right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it to Premises without terminating this Lease, Landlord may (but shall not be obligated to) rent the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor Premises or any part thereof for the account of Tenant to any person in possession or persons for such rent and for such terms and conditions as Landlord deems appropriate, and Tenant shall be liable to Landlord for the amount, if any, by which the Rent for the unexpired balance of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court orderTerm exceeds the net amount, if any, received by Landlord from such reletting, being the gross amount so received by Landlord less the costs of repossession, reletting, remodeling, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business days after the date of its submission. The appeal against the execution order may be filed to the court of second instance within 8 days as of the day of receipt. Filing of appeal shall not postpone a seizure. 20.10 If the collateral is accounts of a pledgor, the pledgeholder shall have the rights in this article in addition to other enforcement rights: a) The pledgeholder is entitled to collect on the accounts; b) Upon default, or whenever agreed by the pledgor, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner and may deduct the reasonable expenses of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose of the Collateral. The proceeds of disposition shall be applied in the following order: a) to the reasonable expenses incurred by Landlord. Such sum or sums shall be paid by Tenant in monthly installments on the Pledgeholder for taking possession first day of each month of the Collateral, holding it Term. In no case shall Landlord be liable for salefailure to relet the Premises or to collect the rent due under such reletting, and other reasonable expenses related in no event shall Tenant be entitled to the sale; b) to the satisfaction any excess rents received by Landlord. All rights and remedies of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) and b), pledgeholder is obliged to put into court deposit, with specification of costs associated with this procedure. 20.12 Any remaining proceeds of disposition Landlord shall be delivered to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, cumulative and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22exclusive.

Appears in 1 contract

Samples: Jones Road Lease Agreement (American Eco Corp)

Rights Upon Default. 20.1 A “Default” occurs if there is If a failure Default occurs, then at any time thereafter prior to perform the Secured Obligation curing thereof, with notice or if there is a breach demand and without waiving any additional or remaining rights herein available to Landlord, Landlord may exercise any and all rights and remedies available to Landlord under this Lease, at law, or in equity, including, without limitation, termination of the terms this Lease and termination of the Pledge Agreement by the Pledgor or the Person owing the Secured Obligation. 20.2 Upon Default the Pledgeholder has the Tenant's right to take possession without terminating the Lease. In the event of a Default, Landlord may, without additional notice and without court proceedings, re-enter and repossess the Premises and remove all persons and property therefrom and said Tenant hereby agrees to surrender possession of the CollateralPremises and waives any claim arising by reason thereof or by reason of issuance of any distress warrant or writ of sequestration and agrees to hold Landlord harmless from any such claims. 20.3 If the Pledgeholder Landlord elects to proceed by judicial actionterminate this Lease, it may treat the Default as an entire breach of this Lease and Tenant shall immediately become liable to Landlord for damages equal to the total of: (i) the reasonable cost of recovering, reletting (including, without limitation, the Pledgeholder shall file an application for execution with cost of lease commission attributable to the court with appropriate jurisdiction requesting an order authorizing unexpired portion of the Collateral Term of this Lease), and remodeling the Premises per building standards; (ii) all unpaid Rent and other amounts earned or due through such termination; plus, (iii) the total Rent and other amounts to be seized and delivered paid by Tenant hereunder for the remainder of the full Term. If Landlord elects to the Pledgeholder. Objection against the application for execution is not allowed. A pledge agreement under which a pledge has been perfected shall have effect of an executive title with respect to collateral and proceeds covered by the pledge agreement and this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: a) whether there is an perfected pledge, and b) whether there has been a default. Upon such a showing by the pledgeholder, the burden shall be upon the pledgeholder to prove otherwise. 20.5 Pledgor has terminate Tenant's right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it Premises without terminating the Lease, Landlord shall make commercially reasonable efforts to rent the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor Premises or any part thereof for the account of Tenant to any person in possession or persons for such rent and for such terms and conditions as Landlord deems appropriate, and Tenant shall be liable to Landlord for the amount, if any, by which the Rent for the unexpired balance of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court orderTerm exceeds the net amount, if any, received by Landlord from such reletting, (such amount received by Landlord being the gross amount so received by Landlord less the reasonable costs of repossession, reletting, remodeling, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business days after the date of its submission. The appeal against the execution order may be filed to the court of second instance within 8 days as of the day of receipt. Filing of appeal shall not postpone a seizure. 20.10 If the collateral is accounts of a pledgor, the pledgeholder shall have the rights in this article in addition to other enforcement rights: a) The pledgeholder is entitled to collect on the accounts; b) Upon default, or whenever agreed by the pledgor, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner and may deduct the reasonable expenses of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose of the Collateral. The proceeds of disposition shall be applied in the following order: a) to the reasonable expenses incurred by Landlord). Such sum or sums shall be paid by Tenant in monthly installments on the Pledgeholder for taking possession first day of each month of the Collateral, holding it Term. In no case shall Landlord be liable for salefailure to relet the Premises or to collect the rent due under such reletting, and other reasonable expenses related in no event shall Tenant be entitled to the sale; b) to the satisfaction any excess rents received by Landlord. All rights and remedies of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) and b), pledgeholder is obliged to put into court deposit, with specification of costs associated with this procedure. 20.12 Any remaining proceeds of disposition Landlord shall be delivered to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, cumulative and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22exclusive.

Appears in 1 contract

Samples: Lease Agreement (Spacehab Inc \Wa\)

Rights Upon Default. 20.1 A If the Defaulting Party does not cure the default within the grace period provided in Paragraph 9C above, the party complaining of the default (the Default” occurs if there is Complaining Party”) may terminate this Agreement. To terminate this Agreement for default, the Complaining Party must issue a written notice of termination to the Defaulting Party clearly stating the basis for the termination and the Defaulting Party’s failure to perform cure the Secured Obligation or if there is a breach of alleged default (the terms of the Pledge Agreement by the Pledgor or the Person owing the Secured Obligation“Default Termination Notice”). 20.2 Upon Default the Pledgeholder has the right to take possession of the Collateral. 20.3 If the Pledgeholder elects to proceed by judicial action, the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized and delivered to the Pledgeholder. Objection against the application for execution is not allowed. A pledge agreement under which a pledge has been perfected shall have effect of an executive title with respect to collateral and proceeds covered by the pledge agreement and this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: a) whether there is an perfected pledge, and b) whether there has been a default. Upon such a showing by the pledgeholder, the burden The termination shall be upon the pledgeholder to prove otherwise. 20.5 Pledgor has right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it to the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor or any person in possession of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court order, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business effective thirty (30) days after the date of its submissionthe Default Termination Notice, provided such notice was properly delivered (the “Default Termination Effective Date”). The appeal against At any time after the execution order Default Termination Effective Date and within the applicable statute of limitations, the parties may pursue all rights and remedies available in law or equity, including payment of accrued amounts pursuant to Paragraph 7 hereof. Notwithstanding any contrary provisions herein, Antares’ rights to recover damages from Owner shall be filed limited to the court sum of second instance within 8 days (i) accrued and unpaid Base Management Fees and Incentive Management Fees as of the day of receipt. Filing of appeal shall not postpone a seizure. 20.10 If applicable termination effective date, and other amounts due hereunder, including, if applicable, all amounts to fully pay all sums due to third party vendors who provided goods or services to the collateral is accounts of a pledgorCourses, the pledgeholder shall have the rights along with all accrued late fees, interest, and any attorney’s fees and costs incurred in this article in addition to other enforcement rights: a) The pledgeholder is entitled collecting or attempting to collect on such unpaid amounts; (ii) actual damages for damages sustained prior to the accountsapplicable termination effective date; band (iii) Upon defaultthe Cancellation Fee, Termination Fee or whenever Sale Termination Fee, if applicable (defined below) as fixed, agreed liquidated damages and not as a penalty (it being agreed by the pledgorparties that Antares’ damages would be extremely difficult to measure and that the Cancellation Fee, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner Termination Fee and may deduct the reasonable expenses of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A PledgeholderSale Termination Fee have been agreed upon, after lawfully taken possessionnegotiations, may sell, lease, or otherwise dispose as a reasonable estimate of the Collateralsuch damages). The proceeds of disposition parties also agree that notwithstanding any contrary provision hereof, Owner’s damages shall be applied limited as provided in the following order: a) to the reasonable expenses incurred by the Pledgeholder for taking possession of the CollateralParagraph 14A, holding it for sale, and other reasonable expenses related to the sale; b) to the satisfaction of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) and b), pledgeholder is obliged to put into court deposit, with specification of costs associated with this procedureif any be proven. 20.12 Any remaining proceeds of disposition shall In no event will Antares or Owner be delivered to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice subject to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior consequential, special, punitive or similar damages, each party hereby waiving any right it may have to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, seek or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22claim such damages.

Appears in 1 contract

Samples: Town of Amherst

Rights Upon Default. 20.1 A “Default” occurs if there is a (a) Notwithstanding any provision herein to the contrary and irrespective of whether all or any rights conferred upon Landlord by this Article XVII are expressly or by implication conferred upon Landlord elsewhere in this Lease, in the event of (i) any failure of Tenant to pay any Fixed Rent or Percentage Rent or any other charges or sums whatsoever due hereunder (including without limitation, amounts due as reimbursement to Landlord for costs incurred by Landlord in performing obligations of Tenant hereunder upon Tenant's failure so to perform) for more than ten (10) days after written notice from Landlord to Tenant that such Fixed Rent or any other charges or sums whatsoever due hereunder were not received on the date required for payment pursuant to this Lease, or (ii) any default or failure by Tenant to perform the Secured Obligation or if there is a breach any other of the terms terms, conditions, or covenants of this Lease to be observed or performed by Tenant for more than twenty (20) days after written notice from Landlord to Tenant of such default unless such default cannot be cured within said twenty (20) days in which event Tenant shall have commenced to cure said default within twenty (20) days and shall proceed to cure the Pledge Agreement same with all reasonable dispatch and diligently pursue same to completion, or (iii) Tenant fails continuously to operate in the manner and during the hours established by Landlord pursuant to Section 7.02 hereof or for the Pledgor use specified in the Section 7.01, writ of execution or the Person owing the Secured Obligation. 20.2 Upon Default the Pledgeholder has similar writ or order, then Landlord, in addition to or in lieu of other rights or remedies it may have under this Lease or by law, shall have the right to take (a) immediately terminate this Lease and Tenant's right to possession of the Collateral. 20.3 If the Pledgeholder elects to proceed Premises by judicial actiongiving Tenant written notice that this Lease is terminated, the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized and delivered to the Pledgeholder. Objection against the application for execution is not allowed. A pledge agreement under in which a pledge has been perfected shall have effect of an executive title with respect to collateral and proceeds covered by the pledge agreement and this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: a) whether there is an perfected pledgeevent, and b) whether there has been a default. Upon upon such a showing by the pledgeholdertermination, the burden shall be upon the pledgeholder to prove otherwise. 20.5 Pledgor has right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it to the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor or any person in possession of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court order, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business days after the date of its submission. The appeal against the execution order may be filed to the court of second instance within 8 days as of the day of receipt. Filing of appeal shall not postpone a seizure. 20.10 If the collateral is accounts of a pledgor, the pledgeholder Landlord shall have the rights in this article in addition to other enforcement rights: a) The pledgeholder is entitled to collect on the accounts; b) Upon default, or whenever agreed by the pledgor, the pledgeholder is entitled to notify an obligor on the account to make payment to the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner and may deduct the reasonable expenses of collection. Unless the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose of the Collateral. The proceeds of disposition shall be applied in the following order: a) to the reasonable expenses incurred by the Pledgeholder for taking possession of the Collateral, holding it for sale, and other reasonable expenses related to the sale; b) to the satisfaction of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) and b), pledgeholder is obliged to put into court deposit, with specification of costs associated with this procedure. 20.12 Any remaining proceeds of disposition shall be delivered to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from Tenant the Pledgeholder sum of (1) the worth at the time of award of the unpaid rental which had been earned at the time of termination; (2) the worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant affirmatively proves could have been reasonably avoided; (3) the worth at the time of award of the amount by which the unpaid rental for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant affirmatively proves could be reasonably avoided; (4) any loss other amount necessary to compensate Landlord for all the detriment proximately caused by the Tenant's failure to comply with perform Tenant's obligations under this Lease or which in the provisions ordinary course of things would be likely to result therefrom; and (5) all such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law; or (b) have this Lease continue in effect for so long as Landlord does not terminate this Lease and Tenant's right to possession of the Premises, in which event Landlord shall have the right to enforce all of Landlord's rights and remedies under this Lease including the right to recover the Fixed Rent, Percentage Rent and other charges payable by Tenant under this Lease as they become due under this Lease, and Tenant shall have the right to sublet the Premises or (at Landlord's option) assign Tenant's interest in this Lease for a use permitted under this Lease to a party determined by Landlord to be of good moral character and sound financial responsibility; or (c) without terminating this Lease, Landlord may pay or discharge any breach or violation hereof which amount so expended shall be added to the next monthly incremental payment of Fixed Rent due and treated in the same manner as rental hereunder; or (d) without terminating this Lease, make such alterations and repairs as may be necessary in order to relet the Premises, and relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding Lease) at such rental or rentals and upon such other terms and conditions as Landlord in any court against the Registration Office (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22discretion may deem advisable.

Appears in 1 contract

Samples: Lease (Chicago Pizza & Brewery Inc)

Rights Upon Default. 20.1 A “If a Default by Tenant occurs, then at any time thereafter prior to the curing thereof, with or without notice or demand, Landlord may exercise any and all rights and remedies available to Landlord under this Lease, at law or in equity, including without limitation, termination of this Lease and termination of Tenant’s right to possession without terminating the Lease. In addition, upon the occurrence of a Default” occurs if there is a failure , Landlord may terminate the waiver of Rent pursuant to perform the Secured Obligation or if there is a breach Section 3.04, for that portion of the terms of the Pledge Agreement by the Pledgor or the Person owing the Secured Obligation. 20.2 Upon Default the Pledgeholder has the right to take possession of the Collateral. 20.3 If the Pledgeholder elects to proceed by judicial action, the Pledgeholder shall file an application for execution with the court with appropriate jurisdiction requesting an order authorizing the Collateral to be seized and delivered to the Pledgeholder. Objection against the application for execution is not allowed. A pledge agreement under which a pledge has been perfected shall have effect of an executive title with respect to collateral and proceeds covered by the pledge agreement and this law. 20.4 On the application for execution a court shall call a hearing limited to following issues: a) whether there is an perfected pledge, and b) whether there has been a default. Upon such a showing by the pledgeholder, the burden shall be upon the pledgeholder to prove otherwise. 20.5 Pledgor has right to be notified about the hearing latest five days before the hearing, by telegram and notice board in the court. If the debtor himself or by his representative does not show up at the hearing, the court shall adopt pledgeholder's application for execution. 20.6 Upon a finding favorable to the pledgeholder, the court shall issue an order designating a law execution officer and directing the officer to seize the collateral from the pledgor or person who is in possession of the collateral and deliver it to the pledgeholder or its authorized agent. The execution officer need not give prior notice of seizure to the pledgor or any person in possession of the collateral. 20.7 The pledgeholder is obliged to pay advance money according to court order, and after termination of procedure to pay actual costs associated with the seizure. The decision on costs may be reviewed by the court upon the request of pledgeholder. 20.8 Execution officer may not refuse to make or continue a seizure unless it has not been furnished with security for fees required to perform the seizure. 20.9 The application for execution shall be adjudicated by the court no later than three business days abatement period accruing after the date of its submissionsuch waiver and may remove, at Tenant’s expense, Tenant’s parapet signage from the exterior of the Building. The appeal against In the execution order event of a Default, Landlord may, without additional notice and without court proceedings, re-enter and repossess the Premises and remove all persons and property therefrom, and Tenant hereby agrees to surrender possession of the Premises, waives any claim arising by reason thereof or by reason of issuance of any distress warrant or writ of sequestration, and agrees to hold Landlord harmless from any such claims. If Landlord elects to terminate this Lease, it may be filed treat the default as an entire breach of this Lease and Tenant shall immediately become liable to Landlord for damages equal to the court total of second instance within 8 days as (a) the cost of recovering, reletting, including, without limitation, the cost of leasing commissions attributable to the unexpired portion of the day Term of receiptthis Lease, and remodeling the Premises, (b) all unpaid Rent and other amounts earned or due through such termination, including interest thereon at the rate specified in Section 13.04 hereof, plus (c) the present value (discounted at the rate of 8% per annum) of the balance of the Rent for the remainder of the Term less the present value (discounted at the same rate) of the fair market rental value of the Premises for said period and (d) any other sum of money and damages owed by Tenant to Landlord. Filing If Landlord elects to terminate Tenant’s right to possession of appeal the Premises without terminating this Lease, Landlord may (but shall not postpone a seizure. 20.10 If be obligated to) rent the collateral is accounts of a pledgor, the pledgeholder shall have the rights in this article in addition to other enforcement rights: a) The pledgeholder is entitled to collect on the accounts; b) Upon default, Premises or whenever agreed by the pledgor, the pledgeholder is entitled to notify an obligor on any part thereof for the account of Tenant to make payment any person or persons for such rent and for such terms and conditions as Landlord deems appropriate, and Tenant shall be liable to Landlord for the pledgeholder. c) A pledgeholder who attempts to collect accounts must proceed in a commercially reasonable manner and may deduct amount, if any, by which the reasonable expenses of collection. Unless Rent for the pledge agreement says otherwise, the pledgeholder must account to the pledgor for any surplus and the pledgor is liable for any deficiency, all with a specification made by pledgeholder. 20.11 A Pledgeholder, after lawfully taken possession, may sell, lease, or otherwise dispose unexpired balance of the Collateral. The proceeds Term exceeds the net amount, if any, received by Landlord from such reletting, being the gross amount so received by Landlord less the costs of disposition shall be applied in the following order: a) to the reasonable repossession, reletting, remodeling, and other expenses incurred by Landlord. Such sum or sums shall be paid by Tenant in monthly installments on the Pledgeholder for taking possession first day of each month of the Collateral, holding it Term. In no case shall Landlord be liable for salefailure to relet the Premises or to collect the rent due under such reletting, and other reasonable expenses related in no event shall Tenant be entitled to the sale; b) to the satisfaction more than 50% of the Secured Obligation; c) possible outstanding amounts, after fulfilment under a) any excess rents received by Landlord. All rights and b), pledgeholder is obliged to put into court deposit, with specification remedies of costs associated with this procedure. 20.12 Any remaining proceeds of disposition Landlord shall be delivered to the Pledgor after termination of the procedure. 20.13 Disposition of the Collateral may be by public auction or by private disposition. The method, manner, time, place, cumulative and terms of the disposition must be commercially reasonable. 20.14 The Pledgeholder shall give notice to the Pledgor of the time and place of the sale. The Pledgeholder shall also give notice to any other Pledgeholder with a Pledge on the same collateral that sends a written notice of an interest in the Collateral prior to the notification being sent to the Pledgor. 20.15 The Pledgeholder is entitled to buy the Collateral at a public sale, and at a private sale only if the Collateral is sold in a recognized market, or when there are widely distributed standard prices for the Collateral. 20.16 A Pledgeholder may offer to accept the Collateral in full or partial satisfaction of the Secured Obligation. This offer becomes binding if: a) the Pledgor agrees in writing; and b) the Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor does not object in writing within eight days after the receipt of the offer. 20.17 The Pledgor, the Person owing the Secured Obligation, or any guarantor or other secondary obligor may redeem the Collateral by fulfilling all of the obligations secured by the Collateral plus the reasonable expenses set forth in Article 20.11 of the present law. The redemption can occur at any time prior to the disposition of the Collateral by the Pledgeholder, or before the Pledgeholder has accepted the Collateral in full or partial satisfaction of the Secured Obligation. 20.18 If the Pledgeholder does not comply with the provisions of the present Chapter, the Pledgeholder may be enjoined or restrained by an appropriate court upon the application of the Pledgor or any Person entitled to notification (including any Person whose Pledge in the same Collateral has been made known to the Pledgeholder prior to the disposition). If the disposition has already occurred, the Pledgor or any Person entitled to notification has a right to recover from the Pledgeholder any loss caused by the failure to comply with the provisions of this Chapter. Chapter VI Miscellaneous Provisions Article 21 Judicial Review 21.1 In any proceeding in any court against the Registration Office (the “Defendant”) or any of its officials, employees, or agents for any action taken under the present law, the sole issue question before the Court in determining whether a Defendant acted unlawfully, wrongfully, or negligently shall be whether the Defendant clearly exceeded authority or acted in an arbitrary or capricious manner in light of all the facts and circumstances, and the provisions and intent of the present law. 21.2 No current or former official, employee, or agent of the Registration Office shall be personally liable for damages or otherwise for acts or omissions performed in good faith. Article 22exclusive.

Appears in 1 contract

Samples: Lease Agreement (Wells Real Estate Investment Trust Ii Inc)

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