Remedies Clause Example with 18 Variations from Business Contracts
This page contains Remedies clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Remedies. (a) If an Event of Default shall occur and be continuing and Secured Party shall give notice of its intent to exercise such rights to Pledgor, at any time at Secured Party's election, Secured Party may apply all or any part of the Proceeds held in any Collateral Account in payment of the Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall occur and be continuing, Secured Party may exercise, in addition to all other rights and remedies grant...ed in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Pledgor, Seller or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released. Secured Party shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of Secured Party hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Secured Party may elect, and only after such application and after the payment by Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615 of the Code, need Secured Party account for the surplus, if any, to Pledgor in order contemplated by the Repurchase Agreement. To the extent permitted by applicable law, Pledgor waives all claims, damages and demands it may acquire against Secured Party arising out of the exercise by Secured Party of any of its rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) Business Days before such sale or other disposition. Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Pledged Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by Secured Party to collect such deficiency.View More
Variations of a "Remedies" Clause from Business Contracts
Remedies. (a) a. If an Event of Default shall occur has occurred and be is continuing and Secured Party shall give notice of its intent (and has not been rescinded or waived pursuant to exercise such rights to Pledgor, at any time at Secured Party's election, Secured Party may apply all or any part of the Proceeds held in any Collateral Account in payment of the Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall occur and be continuing, Secured Part...y may exercise, Note), in addition to to, and not by way of limitation of, all other rights and remedies granted in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, Note or otherwise available at law or in equity, without any other notice to or demand upon Pledgor, Lender shall have all rights and remedies of a secured party under the Code. UCC. Without limiting the generality of the foregoing, Secured Party, Lender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by applicable law referred to below) to or upon Pledgor, Seller Pledgor or any other Person third party (all and each of which demands, defenses, advertisements and notices are to the fullest extent permitted by applicable law hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, Membership Interest so pledged hereunder, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Pledged Collateral Membership Interest or any part thereof (or contract to do any of the foregoing), in one or more parcels units at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of Secured Party or elsewhere sales upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party Lender shall have the right upon any such public sale or sales, and, to the fullest extent permitted by applicable law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral Membership Interest so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released. Secured Party Lender shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Pledged Collateral Membership Interest or in any way relating to the Pledged Collateral Membership Interest or the rights of Secured Party Lender hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Secured Party may elect, Note, and only after such application and after the payment by Secured Party Lender of any other amount required by any provision of law, including, without limitation, Section 9-615 applicable law. b. Pledgor recognizes that Lender may be unable to effect an unrestricted public sale of any or all of the Code, need Secured Party Pledged Membership Interest, by reason of certain prohibitions in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more public or private sales thereof to a restricted group of purchasers which will be obligated to agree, among other things, to acquire such securities for their own account for investment and not with a view to the surplus, if any, to distribution or resale thereof. Pledgor in order contemplated by the Repurchase Agreement. To the extent permitted by applicable law, Pledgor waives all claims, damages acknowledges and demands it may acquire against Secured Party arising out of the exercise by Secured Party of agrees that any of its rights hereunder. If any notice of a proposed such private sale or restricted public sale may result in prices and other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper terms less favorable to Lender than if given at least ten (10) Business Days before such sale or other disposition. Pledgor were an unrestricted public sale and agrees that such circumstances shall remain liable for any deficiency if the proceeds not, in and of any themselves, result in a determination that such sale or other disposition of Pledged Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by Secured Party to collect such deficiency. was not made in a commercially reasonable manner. View More
Remedies. (a) a. If an Event of Default shall occur has occurred and be is continuing and Secured Party shall give notice of its intent (and has not been rescinded or waived pursuant to exercise such rights to Pledgor, at any time at Secured Party's election, Secured Party may apply all or any part of the Proceeds held in any Collateral Account in payment of the Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall occur and be continuing, Secured Part...y may exercise, Note), in addition to to, and not by way of limitation of, all other rights and remedies granted in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, Note or otherwise available at law or in equity, without any other notice to or demand upon Pledgor, Lender shall have all rights and remedies of a secured party under the Code. UCC. Without limiting the generality of the foregoing, Secured Party, Lender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by applicable law referred to below) to or upon Pledgor, Seller Pledgor or any other Person third party (all and each of which demands, defenses, advertisements and notices are to the fullest extent permitted by applicable law hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, Stock so pledged hereunder, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Pledged Collateral Stock or any part thereof (or contract to do any of the foregoing), in one or more parcels units at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of Secured Party or elsewhere sales upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party Lender shall have the right upon any such public sale or sales, and, to the fullest extent permitted by applicable law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral Stock so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released. Secured Party Lender shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Pledged Collateral Stock or in any way relating to the Pledged Collateral Stock or the rights of Secured Party Lender hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Secured Party may elect, Note, and only after such application and after the payment by Secured Party Lender of any other amount required by any provision of law, including, without limitation, Section 9-615 applicable law. b. Pledgor recognizes that Lender may be unable to effect an unrestricted public sale of any or all of the Code, need Secured Party Pledged Stock, by reason of certain prohibitions in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more public or private sales thereof to a restricted group of purchasers which will be obligated to agree, among other things, to acquire such securities for their own account for investment and not with a view to the surplus, if any, to distribution or resale thereof. Pledgor in order contemplated by the Repurchase Agreement. To the extent permitted by applicable law, Pledgor waives all claims, damages acknowledges and demands it may acquire against Secured Party arising out of the exercise by Secured Party of agrees that any of its rights hereunder. If any notice of a proposed such private sale or restricted public sale may result in prices and other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper terms less favorable to Lender than if given at least ten (10) Business Days before such sale or other disposition. Pledgor were an unrestricted public sale and agrees that such circumstances shall remain liable for any deficiency if the proceeds not, in and of any themselves, result in a determination that such sale or other disposition of Pledged Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by Secured Party to collect such deficiency. was not made in a commercially reasonable manner. View More
Remedies. (a) a. If an Event of Default shall occur has occurred and be is continuing and Secured Party shall give notice of its intent (and has not been rescinded or waived pursuant to exercise such rights to Pledgor, at any time at Secured Party's election, Secured Party may apply all or any part of the Proceeds held in any Collateral Account in payment of the Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall occur and be continuing, Secured Part...y may exercise, Notes), in addition to to, and not by way of limitation of, all other rights and remedies granted in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, Notes or otherwise available at law or in equity, without any other notice to or demand upon Pledgor, Lender shall have all rights and remedies of a secured party under the Code. UCC. Without limiting the generality of the foregoing, Secured Party, Lender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by applicable law referred to below) to or upon Pledgor, Seller Pledgor or any other Person third party (all and each of which demands, defenses, advertisements and notices are to the fullest extent permitted by applicable law hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, Equity Interest so pledged hereunder, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Pledged Collateral Equity Interest or any part thereof (or contract to do any of the foregoing), in one or more parcels units at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of Secured Party or elsewhere sales upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party Lender shall have the right upon any such public sale or sales, and, to the fullest extent permitted by applicable law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral Equity Interest so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released. Secured Party Lender shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Pledged Collateral Equity Interest or in any way relating to the Pledged Collateral Equity Interest or the rights of Secured Party Lender hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Secured Party may elect, Notes, and only after such application and after the payment by Secured Party Lender of any other amount required by any provision of law, including, without limitation, Section 9-615 applicable law. 4 b. Pledgor recognizes that Lender may be unable to effect an unrestricted public sale of any or all of the Code, need Secured Party Pledged Equity Interest, by reason of certain prohibitions in the Securities Act of 1933, as amended, and applicable securities laws or otherwise, and may be compelled to resort to one or more public or private sales thereof to a restricted group of purchasers which will be obligated to agree, among other things, to acquire such securities for their own account for investment and not with a view to the surplus, if any, to distribution or resale thereof. Pledgor in order contemplated by the Repurchase Agreement. To the extent permitted by applicable law, Pledgor waives all claims, damages acknowledges and demands it may acquire against Secured Party arising out of the exercise by Secured Party of agrees that any of its rights hereunder. If any notice of a proposed such private sale or restricted public sale may result in prices and other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper terms less favorable to Lender than if given at least ten (10) Business Days before such sale or other disposition. Pledgor were an unrestricted public sale and agrees that such circumstances shall remain liable for any deficiency if the proceeds not, in and of any themselves, result in a determination that such sale or other disposition of Pledged Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by Secured Party to collect such deficiency. was not made in a commercially reasonable manner. View More
Remedies. (a) If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuing and Secured Party shall give notice of its intent to exercise such rights to Pledgor, Default, the Agent, at any time at Secured Party's election, Secured Party may apply all or any part the written direction of the Proceeds held in any Collateral Account in payment of the Required Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall oc...cur and be continuing, Secured Party Parties, may exercise, in addition to all other rights and remedies granted to it in this Pledge Security Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Agent at written direction of the Required Secured Party, Parties, during the existence of an Event of Default and without further demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Pledgor, Seller Debtor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase purchase, or otherwise dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of Secured Party the Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Each purchaser at any such sale shall hold the Collateral sold absolutely free from any claim or right on the part of the Debtor, and Debtor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each of the Secured Party Parties shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, Debtor, which right or equity is hereby waived or released. released, and in connection herewith to 12 credit bid the Obligations with the proceeds that would otherwise be payable to such Secured Party Party. The Agent shall apply not be obligated to make any Proceeds sale of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time held by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, Debtor hereby waives any claims against Agent arising because the price at which any Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale. The Debtor further agrees, at the Agent's request upon instruction from the Required Secured Parties, to assemble the Collateral and make it available to the Agent at places, which the Agent shall reasonably select, whether at Debtor's premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of Secured Party the Agent hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Required Secured Party Parties may elect, and only after such application and after the payment by Secured Party Agent of any other amount required by any provision of law, including, without limitation, Section 9-615 any provision of the Code, need Secured Party the Agent account for the surplus, if any, to Pledgor in order contemplated by the Repurchase Agreement. Debtor. To the extent permitted by applicable law, Pledgor Debtor waives all claims, damages and demands it may acquire against the Agent or any Secured Party arising out of the exercise by Secured Party Agent of any of its rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) Business Days days before such sale or other disposition. Pledgor The Debtor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Pledged the Collateral are insufficient to pay the Secured Obligations obligations and the fees and disbursements of any attorneys employed by Secured Party Agent to collect such deficiency. Debtor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where Agent is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. View More
Remedies. (a) If an Event of Default shall occur has occurred and be continuing and Secured Party shall give notice of its intent to exercise such rights to Pledgor, at any time at Secured Party's election, Secured Party may apply all or any part of the Proceeds held in any Collateral Account in payment of the Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall occur and be is continuing, Secured Party Creditors may exercise, in addition to all other... rights and remedies granted to it in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party Secured Creditors under the Code. New York Uniform Commercial Code, as amended from time to time (the "Code"). Without limiting the generality of the foregoing, Secured Party, in such circumstances, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) law) to or upon Pledgor, Seller Pledgor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived), Secured Creditors may in such circumstances forthwith collect, receive, appropriate and realize upon any or all of the Pledged Collateral, or any part thereof, Collateral and/or may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver any or all of the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of Secured Party Creditors or elsewhere upon such terms and conditions as it Secured Creditors may deem advisable and at such prices as it may deem best, advisable, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party shall Creditors will have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole all or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released. Subject to the provisions of Section 4(c), Secured Party shall Creditors will apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to in connection with the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of a Secured Party hereunder, including, Creditors under this Agreement (including, without limitation, reasonable attorneys' fees and disbursements, expenses) to the payment in whole or in part of the Secured Obligations, in such order as Secured Party Creditors may elect, and only after such application and after the payment by Secured Party Creditors of any other amount required by any provision of law, including, without limitation, Section 9-615 of the Code, need Secured Party Creditors account for the surplus, if any, to Pledgor in order contemplated by the Repurchase Agreement. Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damages damage and demands it may acquire against Secured Party Creditors arising out of the exercise by Secured Party Creditors of any of its rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be is required by law, such notice shall will be deemed reasonable and proper if given at least ten (10) Business Days days before such sale or other disposition. Pledgor shall will remain liable for any deficiency of Pledgor if the proceeds of any sale or other disposition of Pledged the Collateral are insufficient to pay the Secured Obligations and the reasonable fees and disbursements of any attorneys employed by Secured Party Creditors to collect such deficiency. -7- 8. Limitation on Duties Regarding Preservation of Collateral. The sole duty of Secured Creditors with respect to the custody, safekeeping and preservation of the Collateral, under the appropriate Code section or otherwise, will be to deal with it in the same manner as Secured Creditors deals with similar property for its own account. Neither Secured Creditors nor any of its employees, affiliates or agents will be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or otherwise. View More
Remedies. (a) If an Event of Default shall occur have occurred and be continuing and Secured Party shall give notice of its intent to exercise such rights to Pledgor, continuing, at any time at Secured Party's Lender's election, Secured Party Lender may apply all or any part of the Proceeds held in any Collateral Account by Lender in payment of the Secured Obligations in the such order contemplated by the Repurchase Agreement. as Lender may elect. 5 (b) If an Event of Default shall occur have occurred and... be continuing, Secured Party Lender may exercise, in addition to all other rights and remedies granted in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Secured Party, Lender, without resort to any other collateral or remedy under any Loan Document or demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Pledgor, Seller Pledgor or any other Person (including without limitation Borrower) (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released. Secured Party Lender shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein in respect thereof or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the its rights of Secured Party hereunder, including, without limitation, actual and reasonable attorneys' fees and disbursements, disbursements of counsel to Lender, to the payment in whole or in part of the Secured Obligations, in such order as Secured Party Lender may elect, and only after such application and after the payment by Secured Party Lender of any other amount required by any provision of law, including, without limitation, Section 9-615 of the Code, need Secured Party Lender account for the surplus, if any, to Pledgor in order contemplated by the Repurchase Agreement. Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damages and demands it may acquire against Secured Party Lender arising out of the exercise by Secured Party it of any rights hereunder except for any claim, damage or demand arising from the gross negligence or willful misconduct of its rights hereunder. Lender. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given in writing at least ten (10) Business Days days before such sale or other disposition. Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Pledged Collateral are insufficient to pay the Secured Obligations and the reasonable fees and disbursements of any attorneys employed by Secured Party Lender to collect such deficiency. View More
Remedies. (a) If an Event of Default shall occur has occurred and be continuing and Secured Party shall give notice of its intent to exercise such rights to Pledgor, at any time at Secured Party's election, Secured Party may apply all or any part of is continuing, the Proceeds held in any Collateral Account in payment of the Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall occur and be continuing, Secured Party may exercise, in addition to all oth...er rights and remedies granted to them in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, Obligations, all rights and remedies of a secured party under the Code. California Uniform Commercial Code, as amended from time to time (the "Code"). Without limiting the generality of foregoing, the foregoing, Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) law) to or upon Pledgor, Seller the Debtor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any or all of the Pledged Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase purchase, or otherwise dispose of and deliver any or all of the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of a Secured Party or elsewhere upon such terms and conditions as it the Secured Party may deem advisable and at such prices as it may deem best, advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole all or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, the Debtor, which right or equity is hereby waived or released. The Secured Party shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to connection with the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Secured Party hereunder, including, under this Agreement (including, without limitation, reasonable attorneys' fees and disbursements, expenses) to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may elect, and only after such application and after the payment by the Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615 of need the Code, need Secured Party account for the surplus, if any, to Pledgor in order contemplated by the Repurchase Agreement. Debtor. To the extent permitted by applicable law, Pledgor the Debtor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by the Secured Party of any of its their rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) Business Days days before such sale or other disposition. Pledgor The Debtor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Pledged the Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by the Secured Party to collect such deficiency. 6 9. Limitation on Duties Regarding Preservation of Collateral. The sole duty of a Secured Party with respect to the custody, safekeeping and preservation of the Collateral, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as such Secured Party deals with similar property for its own account. Neither the Secured Party nor its general partner nor any of its general partner's managers, any of their directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Debtor or otherwise. View More
Remedies. (a) a. If an Event of Default shall occur has occurred and be is continuing and Secured Party shall give notice of its intent (and has not been rescinded or waived pursuant to exercise such rights to Pledgor, at any time at Secured Party's election, Secured Party may apply all or any part of the Proceeds held in any Collateral Account in payment of the Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall occur and be continuing, Secured Part...y may exercise, Notes), in addition to to, and not by way of limitation of, all other rights and remedies granted in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Notes or otherwise available at law or in equity, without any other notice to or demand upon Pledgor, Secured Obligations, Parties shall have all rights and remedies of a secured party under the Code. UCC. Without limiting the generality of the foregoing, each Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by applicable law referred to below) to or upon Pledgor, Seller Pledgor or any other Person third party (all and each of which demands, defenses, advertisements and notices are to the fullest extent permitted by applicable law hereby waived), may in such circumstances forthwith collect, receive, appropriate appropriate, foreclose and realize upon the Pledged Collateral, Collateral so pledged hereunder, or any part thereof, and may assume control over the operations of Second Merger Sub free and clear of any claims or encumbrances of Pledgor, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels units at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of Secured Party or elsewhere sales upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Each Secured Party shall have the right upon any such public sale or sales, and, to the fullest extent permitted by applicable law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released. released to the extent permitted by applicable law. Secured Party Parties shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of any Secured Party hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Secured Party may elect, Note, and only after such application and after the payment by any Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615 applicable law. 5 b. Pledgor recognizes that Secured Parties may be unable to effect an unrestricted public sale of any or all of the Code, need Secured Party Pledged Stock, by reason of certain prohibitions in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more public or private sales thereof to a restricted group of purchasers which will be obligated to agree, among other things, to acquire such securities for their own account for investment and not with a view to the surplus, if any, to distribution or resale thereof. Pledgor in order contemplated by the Repurchase Agreement. To the extent permitted by applicable law, Pledgor waives all claims, damages acknowledges and demands it may acquire against Secured Party arising out of the exercise by Secured Party of agrees that any of its rights hereunder. If any notice of a proposed such private sale or restricted public sale may result in prices and other disposition terms less favorable to Secured Parties than if such sale were an unrestricted public sale and agrees that such circumstances shall not, in and of themselves, result in a determination that such sale was not made in a commercially reasonable manner. c. In the event Secured Parties foreclose on the Pledged Collateral shall be required by law, such notice Stock, Pledgor shall be deemed reasonable to have satisfied the Notes in full and proper if given at least ten (10) Business Days before such sale or other disposition. Secured Parties shall have no further recourse against Pledgor shall remain liable for any deficiency if with respect to the proceeds of any sale or other disposition of Pledged Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by Secured Party to collect such deficiency. Notes. View More
Remedies. (a) If an a Event of Default shall occur has occurred and be continuing and Secured Party shall give notice of its intent to exercise such rights to Pledgor, at any time at Secured Party's election, Secured Party may apply all or any part of the Proceeds held in any Collateral Account in payment of the Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall occur and be is continuing, Secured Party may exercise, in addition to all other rights ...and remedies granted to it in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party Secured Party under the Code. Delaware Commercial Code (including the Uniform Commercial Code), as amended from time to time (the "Code"). Without limiting the generality of the foregoing, Secured Party, in such circumstances, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) law) to or upon Pledgor, Seller Debtor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived), Secured Party may in such circumstances forthwith collect, receive, appropriate and realize upon any or all of the Pledged Collateral, or any part thereof, Collateral and/or may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver any or all of the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of Secured Party or elsewhere upon such terms and conditions as it Secured Party may deem advisable and at such prices as it may deem best, advisable, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party shall will have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole all or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, Debtor, which right or equity is hereby waived or released. Secured Party shall will apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to in connection with the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of Secured Party hereunder, including, under this Agreement (including, without limitation, reasonable attorneys' fees and disbursements, expenses) to the payment in whole or in part of the Secured Obligations, in such order as Secured Party may elect, and only after such application and after the payment by Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615 of the Code, need Secured Party account for the surplus, if any, to Pledgor in order contemplated by the Repurchase Agreement. Debtor. To the extent permitted by applicable law, Pledgor Debtor waives all claims, damages and demands it may acquire against Secured Party arising out of the exercise by Secured Party of any of its rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be is required by law, such notice shall will be deemed reasonable and proper if given at least ten (10) Business Days thirty (30) days before such sale or other disposition. Pledgor shall Debtor will remain liable for any deficiency if the proceeds of any sale or other disposition of Pledged the Collateral are insufficient to pay the Secured Obligations and the reasonable fees and disbursements of any attorneys employed by Secured Party to collect such deficiency. 8 8. Limitation on Duties Regarding Preservation of Collateral. The sole duty of Secured Party with respect to the custody, safekeeping and preservation of the Collateral, under the appropriate Code section or otherwise, will be to deal with it in the same manner as Secured Party deals with similar property for its own account. Neither Secured Party nor any of its employees, affiliates or agents will be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of Debtor or otherwise. View More
Remedies. (a) If an Event of Default shall occur has occurred and be continuing and Secured Party shall give notice of its intent to exercise such rights to Pledgor, at any time at Secured Party's election, Secured Party may apply all or any part of is continuing, the Proceeds held in any Collateral Account in payment of the Secured Obligations in the order contemplated by the Repurchase Agreement. (b) If an Event of Default shall occur and be continuing, Secured Party may exercise, in addition to all oth...er rights and remedies granted to it in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code. UCC. Without limiting the generality of foregoing, the foregoing, Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) law) to or upon Pledgor, Seller the Debtor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any or all of the Pledged Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase purchase, or otherwise dispose of and deliver any or all of the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at a public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Secured Party or elsewhere upon such terms and conditions as it the Secured Party may deem advisable and at such prices as it may deem best, advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole all or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, the Debtor, which right or equity is hereby waived or released. The Secured Party shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to in connection with the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Secured Party hereunder, including, under this Agreement (including, without limitation, reasonable attorneys' fees and disbursements, expenses) to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may elect, and only after such application and after the payment by the Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615 of need the Code, need Secured Party account for the surplus, if any, to Pledgor in order contemplated by the Repurchase Agreement. Debtor. To the extent permitted by applicable law, Pledgor the Debtor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by the Secured Party of any of its rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) Business Days days before such sale or other disposition. Pledgor The Debtor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Pledged the Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by the Secured Party to collect such deficiency. View More
