Realization Clause Samples
The Realization clause defines the process by which certain rights, benefits, or obligations under an agreement become effective or are recognized. Typically, this clause outlines the specific conditions or events that must occur for a party to realize a financial gain, receive a payment, or trigger a contractual obligation. For example, realization may depend on the completion of a project milestone, the sale of an asset, or the achievement of a performance target. Its core practical function is to provide clarity and certainty regarding when and how contractual outcomes are acknowledged, thereby reducing disputes and aligning expectations between parties.
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Realization. 10.1 Upon the occurrence of an Event of Default and during the continuance thereof, the Agent shall without further notification at any time be, at its sole discretion, entitled, but not obligated:
(a) to realize the Shares in full or in part through
(i) a bona fide private sale (private Verwertung) at fair market value or acquisition of the Shares for its own account (Selbsteintritt) at fair market value, or
(ii) a public auction or public offering; in either case without having to initiate proceedings under, and without regard to the formalities provided in, the DEBA, and to transfer the Shares to any third party; or
(b) to enforce the Pledge by means of official enforcement proceedings (including enforcement proceedings in respect of the Shares (Betreibung auf Faustpfandverwertung)) in accordance with the DEBA; Share Pledge Agreement 8/12 in each case applying the resulting proceeds to the discharge of the Secured Obligations in accordance with the terms of the Loan and Security Agreement. The Agent shall promptly account for the proceeds of any sale, auction or offering.
10.2 Notwithstanding clause 10.1 above and notwithstanding article 41 DEBA, the Agent is at liberty to enforce any Secured Obligations prior to the enforcement of the Pledge and to commence or pursue the regular debt enforcement proceedings against the Pledgor or any other debtor of the Secured Obligations without having first to realize any of the Shares or other pledged assets or to institute statutory proceedings for the realization thereof, without foregoing any of the Pledgees' rights hereunder.
10.3 For the avoidance of doubt, if the Pledge is enforced or if the Pledgor or any other debtor has discharged any of the Secured Obligations, no legal subrogation of claims shall occur and no related rights of the Pledgees shall pass to the Pledgor or any other debtor by subrogation or otherwise for as long as any of the Secured Obligations remains unpaid or is capable of arising.
10.4 If the proceeds resulting from enforcement actions pursuant to this clause 10 exceed the Secured Obligations, upon unconditional and irrevocable satisfaction of all Secured Obligations (except for inchoate indemnity obligations) and no further Secured Obligations being capable of arising, the Agent shall promptly account for and remit the excess amount to the Pledgor.
Realization. 21.1. For the purpose of Article XXI "Relevant Event" is committed or suffered by a Shareholder if:
Realization. Proceed to protect and enforce its rights and remedies under the Loan Documents and avail itself of any other relief to which the Bank may be legally or equitably entitled.
Realization. BKC may, if it deems it advisable to do so, restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the resale or distribution of any of the Collateral and, in particular may restrict the prospective bidders of purchasers to Persons which, in its judgment will have the capacity to perform the commitments required by an owner of IFFP as the holder of rights under any development or franchise agreement with BKC.
Realization. HTS may realize on the security interest granted hereunder upon failure by ExpressVu to pay any portion of the Purchase Price within 45 days of the due date thereof.
Realization. The Debtor acknowledges and agrees that the Secured Party may realize upon various securities securing the Obligations or any part thereof in such order as it may be advised and any such realization by any means upon any security or any part thereof will not bar realization upon any other security or the security hereby constituted or parts thereof.
Realization. For 10 business days after an Event of Default, the Borrower is allowed to cure the default or repay the Loan and all accrued interest (the “Cure Period”). Without restricting the foregoing, upon expiration of the Cure Period, the Lender may exercise upon any security held by it and may sell, transfer or otherwise dispose of the Collateral by private sale or auction as determined by the Lender in its discretion. The Borrower will assist the Lender in any manner required by the Lender with the foregoing and the realization of the assets held as security. Any proceeds received from any such sale or disposition shall be applied by the Lender to amounts payable hereunder in such manner as it may deem appropriate, in its discretion. The Borrower shall remain liable for any remaining balance of amounts payable after application of such sale proceeds against the amounts payable hereunder. Assets may only be sold until the Loan plus all accrued interest are repaid in full and any excess assets shall be returned to Borrower.
Realization. CIBC or a Receiver may use, collect, sell, lease or otherwise dispose of, realize upon, release to the Customer or other Persons and otherwise deal with, the Collateral in such manner, upon such terms (including among other things by arrangement providing for deferred payment) and at such times as CIBC or the Receiver considers appropriate. CIBC or the Receiver may make any sale, lease or other disposition of the Collateral in the name of and on behalf of the Customer or otherwise.
Realization. 11.1 The Agent will not, nor will it be entitled to, demand payment pursuant to this Debenture or enforce the Security Interest unless and until an Event of Default occurs and is continuing, but thereafter the Agent, as agent for the Secured Party may at any time exercise and enforce all of the rights and remedies of a holder of this Debenture in accordance with and subject to the Note Documents as if the Agent was the absolute owner hereof, subject to Article 12 hereof and provided that the Agent will not be bound to exercise any such right or remedy.
Realization. The Corporation, and each Debentureholder by its acceptance of a Debenture, agrees that, in the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Corporation by reason of the liquidation, dissolution or winding-up of the business of the Corporation, or any sale, receivership, insolvency or bankruptcy proceedings, or assignment for the benefit of creditors, or in the event of a bulk sale of any of the assets of the Corporation, or any proceeding by or against the Corporation for any relief under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, marshalling of assets, compromise, or other proceedings (other than in respect of a bona fide merger, amalgamation or arrangement permitted by the terms of this Trust Indenture and pursuant to which a Successor Corporation assumes all of the obligations of the Corporation in respect of the Permitted Senior Debt and the Subordinated Obligations), then and in every such event:
(a) all of the Permitted Senior Debt shall first be paid in full and satisfied before the Debentureholders shall be entitled to receive or retain any payment or distribution from the Corporation or any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution in respect of the Subordinated Obligations;
(b) any payment or distribution of assets or securities of the Corporation of any kind or character, whether in cash, property or securities, to which the Debentureholders would be entitled in respect of the Subordinated Obligations, shall be paid by the Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of Permitted Senior Debt to the extent necessary to pay in full all the Permitted Senior Debt before any payment or distribution is made to the Debentureholders or any representative thereof in respect of the Subordinated Obligations; and
(c) if any payment or distribution of assets or securities of the Corporation of any kind or character, whether in cash, property or securities, shall be received by the Debentureholders or any representative thereof before all the Permitted Senior Debt is paid in full and satisfied, the Debentureholders will hold such payment or distribution in tru...