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) 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 may exercise, in addition to all other rights an...d 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. Nevada Uniform Commercial Code, as amended from time to time (the "Nevada Code") and the California Commercial Code, as amended form time to time (the "California Code," together with the Nevada Code, 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 Pledgors 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, Pledgors, which right or equity is hereby waived or released. Subject to the provisions of Section 4(h), 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. respective Pledgor. To the extent permitted by applicable law, Pledgor waives Pledgors waive all claims, damages damage 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 days before such sale or other disposition. Pledgor shall Pledgors will remain liable for any deficiency of Pledgors 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. 11 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 Pledgors 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 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 an...d 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. Nevada Uniform Commercial Code, as amended from time to time (the "Nevada Code") and the California Commercial Code, as amended form time to time (the "California Code," together with the Nevada Code, 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 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, which right or equity is hereby waived or released. Subject to the provisions of Section 4(h), 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. respective Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damages damage 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 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 to collect such deficiency. 11 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 Pledgor or otherwise. View More
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 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 other rights and re...medies granted to it in this Pledge Security Agreement, the Revenue Interest Financing Agreement and the Guaranty 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 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 any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances transfer all or any part of the Collateral into the Secured Party's name or the name of its nominee or nominees, and/or 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 the Secured Party or elsewhere upon such terms and conditions (including by lease or by deferred payment arrangement) 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. risk and/or may take such other actions as may be available under applicable law. The Secured Party shall have the right upon any such public sale 13 or sales, and, to the extent permitted by law, upon any such private sale or sales, auction or closed tender, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, the Grantor, which right or equity is hereby waived or released. The Grantor further agrees, if an Event of Default shall occur and be continuing, at the Secured Party's request, to assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Grantor's premises or elsewhere. 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 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 arising out of the exercise by the 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 the Secured Party may elect, elect (subject to Section 6.21 of the Revenue Interest Financing Agreement), 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 the Code, need the Secured Party account for the surplus, if any, to Pledgor in order contemplated by the Repurchase Agreement. Grantor. To the extent permitted by applicable law, Pledgor the Grantor 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 Grantor 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 reasonable fees and disbursements of any attorneys employed by the Secured Party 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 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 an...d 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. Nevada Uniform Commercial Code, as amended from time to time (the "Nevada Code") and the California Commercial Code, as amended form time to time (the "California Code," together with the Nevada Code, 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 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, which right or equity is hereby waived or released. Subject to the provisions of Section 4(h), 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. respective Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damages damage 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 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 to collect such deficiency. View More
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, the Secured Party may exercise, in addition to all other rights and remedies g...ranted in this Pledge Agreement and in any other instrument 5 or agreement securing, evidencing or relating to the Secured Obligations, exercise all rights and remedies of a secured party under the Code. Code, and, to the extent permitted by law, all other rights and remedies granted in this Agreement and the Convertible Promissory Note. Without limiting the generality of the foregoing, the 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 the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances circumstances, to the extent permitted by law, 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 such place and upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales, and, right, 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 the Pledgor, which right or equity is the Pledgor hereby waived or released. waives and/or releases. 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 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 rights of the Secured Party hereunder, including, without limitation, reasonable attorneys' fees and disbursements, disbursements of counsel to the Secured Party, to the payment in whole or in part of the Secured Obligations, Convertible Promissory Note, 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 9-615 671.615(a) the Uniform Commercial Code of the Code, State of Florida, need the Secured Party account for the surplus, if any, to Pledgor in order contemplated by the Repurchase Agreement. Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by Secured Party repossession, retention or sale of the Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of its rights hereunder. them. 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 10 days before such sale or other disposition. The 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 Convertible Promissory Note and the fees and disbursements of any attorneys employed by the Secured Party to collect such deficiency. Pledgor acknowledges that in the event that if it were to contravene any of its covenants set forth in Section 5, Secured Party would be irreparably harmed and would have no adequate remedy at law. 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 may exercise, in addition to all other rights an...d 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. 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 the Company or Pledgor 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 the Company or Pledgor, which right or equity is hereby waived or released. Subject to the provisions of Section 4(c), 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. Company or Pledgor, as applicable. To the extent permitted by applicable law, each of the Company and Pledgor waives all claims, damages damage 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 days before such sale or other disposition. Each of the Company and Pledgor shall will remain liable for any deficiency of the Company or 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 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 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 an...d 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. 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 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, which right or equity is hereby waived or released. Subject to the provisions of Section 4(c), 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. Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damages damage 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 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 to collect such deficiency. -7- 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 Pledgor 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 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 an...d 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. 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 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, which right or equity is hereby waived or released. Subject to the provisions of Section 4(c), 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. Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damages damage 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 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 to collect such deficiency. View More
